REG - GlobalData PLC - Full Year Results
10/03/2025 07:00
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RNS Number : 9093Z GlobalData PLC 10 March 2025
10 March 2025
GlobalData Plc
Full Year Results
31 December 2024
Profitable growth and strong foundations embedded to execute Growth
Transformation Plan
GlobalData Plc (AIM: DATA, GlobalData, the Group), data, insight, and
technology company, today publishes its results for the year ended 31 December
2024 (FY24).
· Results in line with market expectations.
· Total revenue growth of 5% to £285.5m (FY23: £273.1m), underlying
revenue growth(1) of 4%.
· Continued growth in Adjusted EBITDA(1) (+5%), maintained margin at 41%.
· Profit before tax grew by £13.4m to £54.9m (2023: £41.5m) a 32%
increase on prior year reflecting trading performance and reduction in finance
costs.
· Underlying Contracted Forward Revenue(1) growth of 4%, providing strong
visibility into 2025.
· As part of the dividend rebasing to focus capital on M&A, final
dividend proposed at 1.0p (2023: 3.2p).
· Gain of £412.0m recognised in equity following investment for 40% of
the Group's Healthcare business by Inflexion Private Equity Partners LLP
("Inflexion").
· Platform strengthened with £88.0m investment across four value-creating
M&A transactions, with a further acquisition (AI Palette) completing on 7
March 2025 for a purchase price of $11.5m.
· Announced proposed move to the Main Market of the London Stock Exchange
("Main Market").
Mike Danson, Chief Executive Officer of GlobalData Plc, commented:
"2024 was transformational for GlobalData following Inflexion's significant
investment in June 2024, which strengthened our balance sheet and accelerated
our growth strategy. We have launched and made significant progress in our
2024-26 Growth Transformation Plan, particularly through our AI-first
approach. Our AI Hub combines our proprietary data with advanced AI
capabilities to deliver enhanced value to our customers and has rapidly gained
traction, now serving over 42,000 users.
Strategic M&A remains a core element of our growth strategy, with four
earning accretive acquisitions completed during the year, strengthening our
One Platform offering. With much of the foundational work to re-organise the
business and set us up for accelerated growth now completed, we enter 2025
with clear priorities and a strengthened team to deliver. With strong revenue
visibility, a clear transformation roadmap, and the financial capacity to
execute, we're confidently progressing toward our target of £500m annualised
revenue by 2026".
Highlights
Financial results for the year ended 31 December 2024.
Key performance metrics 2024 2023 Growth Underlying growth(1)
Revenue £285.5m £273.1m +5% +4%
Operating profit £65.1m £73.7m -12%
Operating profit margin 23% 27% -4 pts
Adjusted EBITDA(1) £116.8m £110.8m +5%
Adjusted EBITDA margin(1) 41% 41% 0 pts
Profit before tax (PBT) £54.9m £41.5m +32%
Earnings per share (EPS) 3.8p 3.8p 0%
Adjusted EPS(1) 7.5p 6.8p +10%
Total dividends 2.5p 4.6p -46%
Contracted Forward Revenue(1) £171.4m £153.4m +12% +4%
Net cash/ (bank debt)(1) £10.1m (£243.9m) -104%
Operational Highlights
· Significant first-year progress against our three-year Growth
Transformation Plan.
· Investment for 40% of the Group's Healthcare business by Inflexion
supports mid-term strategic goals, generating gross cash proceeds of £451.4m.
Pre-existing debt facilities fully settled and extinguished upon transaction
completion.
· Platform strengthened with £88.0m of investment across four
earning accretive acquisitions (Business Trade Media International, LinkUp,
Celent and Deallus).
· Transformative year in AI:
o Demonstrable impact for customers, with over 42,000 users now subscribed
to GlobalData's AI Hub, transforming how users discover and apply insights in
their daily workflows.
· Two Share Buyback Programmes completed returning £29.3m to
shareholders; a further £50m buyback announced for 2025.
· Announced proposed move to the Main Market.
· Completed, on 7 March 2025, the acquisition of AI Palette for a
purchase price of $11.5m, an AI Powered consumer insights platform offering an
Innovation Intelligence solution to the Consumer-packaged goods sector.
Financial Highlights
· Strong growth in both revenue and profit before tax:
o Overall revenue growth of 5% at £285.5m (2023: £273.1m), which includes
some benefit of acquisitions and despite currency headwinds during the year.
o Robust underlying revenue growth of 4% (2023: 7%).
· Adjusted EBITDA up 5% to £116.8m (2023: £110.8m), Adjusted EBITDA
margin maintained at 41% (2023: 41%).
· Operating Profit declined 12% to £65.1m having been impacted by
current year acquisition and integration expenses, restructuring costs
incurred on the Healthcare transaction and an increase in the share-based
payment charge.
· Profit before tax grew by £13.4m to £54.9m (2023: £41.5m) a 32%
increase on prior year reflecting trading performance and reduction in finance
costs.
· Operating cash flow was £97.6m (2023: £101.0m), a decrease of 3%
reflecting one-off cash costs associated with the Inflexion Healthcare
transaction and the four acquisitions.
· Contracted Forward Revenue (being Invoiced Forward Revenue plus
contracted revenue not yet invoiced) grew by 12% to £171.4m (2023: £153.4m),
the underlying growth of this metric was 4%.
· Invoiced Forward Revenue grew to £145.3m (underlying growth of 3%)
at 31 December 2024 (31 December 2023: £135.2m).
· Signed new £340m debt financing facilities giving the Group
significant firepower to execute its M&A strategy.
· As part of the dividend rebasing to focus capital on M&A, final
dividend proposed at 1.0p (2023: 3.2p).
Current Trading and Outlook
· Robust outlook is underpinned by high levels of revenue visibility,
good execution of the Growth Transformation Plan and a strong financial
position that allows continued investment in strategic growth opportunities.
· Clear financial targets for FY25 and beyond:
o Platform in place to accelerate organic and inorganic growth
opportunities across our two customer-focused divisions.
o Targeting annualised revenue of £500m by the end of 2026, through a
combination of high single to double-digit organic revenue growth and M&A.
o Steadily progressing towards 45% Adjusted EBITDA margin over the
course of the plan period and reinvesting into the Growth Transformation Plan.
Note 1: Defined in the explanation of non-IFRS measures on page 20.
ENQUIRIES
GlobalData Plc
Mike Danson, Chief Executive Officer 0207 936 6400
Graham Lilley, Chief Financial Officer
J.P. Morgan Cazenove (Nomad, Joint Broker) 0203 493 8000
Bill Hutchings
Mose Adigun
Panmure Liberum (Joint Broker) 0207 886 2500
Rupert Dearden
Dougie McLeod
Investec Bank plc (Joint Broker) 0207 597 5970
Henry Reast
Virginia Bull
FTI Consulting (Financial PR) 0203 727 1000
Edward Bridges globaldata@fticonsulting.com
Dwight Burden
Emma Hall
Notes to Editors
About GlobalData Plc
GlobalData Plc (AIM: DATA) is a leading data, insights, and analytics platform
for the world's largest industries. Our mission is to help our clients decode
the future, make better decisions, and reach more customers. On 6 February
2025, GlobalData announced its intention to apply for its ordinary shares to
be admitted to the Equity Shares (commercial company) listing segment of the
Official List and to trading on the main market for listed securities (the
"Main Market") of the London Stock Exchange plc.
One Platform Model
GlobalData's One Platform model is the foundation of our business and is the
result of years of continuous investment, targeted acquisitions, and organic
development. This model governs everything we do, from how we develop and
manage our products, to our approach to sales and customer success, and
supporting business operations. At its core, this approach integrates our
unique data, expert analysis, and innovative solutions into an integrated
suite of client solutions and digital community platforms, designed to serve a
broad range of industry markets and customer needs on a global basis. The
operational leverage this provides means we can respond rapidly to changing
customer needs and market opportunities, and continuously manage and develop
products quickly, at scale, with limited capital investment as well as
providing unique integration opportunities for M&A.
Strategic Priorities
GlobalData's four strategic priorities are: Customer Obsession, World-Class
Product, Sales Excellence and Operational Agility.
CHIEF EXECUTIVE'S REVIEW
FY24 marked the start of our next growth chapter as we launched our new Growth
Transformation Plan 2024-2026. We have spent a lot of time this year laying
the foundations in order to drive execution and further scale our One
Platform. The first year of the plan has been about building a strong
foundation, re-organising our business into two divisions and investing in our
sales force, AI capability and client solutions to position the Group for
successful execution.
The plan focuses on expanding sales headcount, innovating through product
development and embedding our wider AI transformation programme, as well as
scaling up our M&A ambitions. This year, we saw significant investment in
these core areas, making 2024 a year of evolution for GlobalData putting us in
a strong position to accelerate our growth and deliver sustainable value
creation for our shareholders, the benefits of which I'm pleased to say we are
already starting to realise.
FY24 performance and investment across our growth pillars
In FY24 we have delivered steady revenue growth of 5% to £286m, within the
range of market expectations (2023: £273m), which represents 4% growth on an
underlying basis. We continued to invest in a number of planned initiatives to
secure future growth over the medium term, but with good cost discipline,
Adjusted EBITDA margin was maintained at 41%.
GlobalData closed the year with underlying Contracted Forward Revenue ("CFR")
growth of 4%, providing strong visibility into 2025.
As planned, 2024 was a significant year of investment across our Growth
Transformation Plan initiatives. We continued to invest in our AI
capabilities, delivering demonstrable client impact with a 60% increase in AI
Hub usage, as well as launching our new client solutions offerings and
increasing our sales headcount with an additional 30 senior sales positions.
The investment made by Inflexion in our Healthcare business, in June 2024, was
transformational in many respects. The transaction valued the business at
close to 22x Adjusted EBITDA (based upon 12 months to 30 June 2023) and the
Group recognised a £412m gain directly within equity as a result. The cash
receipt has provided the wider Group with the firepower to support growth
through a bolt-on M&A strategy.
During the second half of the year we closed four acquisitions for a combined
equity value of £88m, the acquisitions are expected to add c.£42m of
revenues during FY25 and benefit from improved contribution levels as the
businesses become fully integrated into the GlobalData business model. The
Group closes the year in a positive net cash position providing additional
flexibility to accelerate future value-creating M&A activity. In addition
to M&A, we have also deployed capital towards share buybacks in the second
half, maintaining a disciplined approach to capital allocation.
Executing our Growth Transformation Plan 2024-2026
We have delivered good revenue growth while maintaining strong margins,
despite significant investments in our transformation programme. Our strong
recurring revenue base has continued to expand, providing increased visibility
and stability to our future earnings. We aim for high-single to double digit
organic revenue growth and whilst our growth was below this target in 2024, we
firmly believe that we have the right programme in place to accelerate the
Group's revenue growth. In particular, I am confident that our customer
focused initiatives, will have a positive impact on our target to achieve
>90% volume renewal rate (>£20k clients) over the medium term. Our
volume renewal rates have marginally reduced during 2024 to 83% (2023: 84%).
During the first year of the Growth Transformation Plan clear progress has
been made against our four strategic pillars which are as follows:
Customer Obsession: our number one priority
Having reorganised our structure at the start of FY24, the number one priority
remains our customer obsession. We believe this is the key enabler for
sustainable value creation, which is why investment in our people has been
prioritised with a concentration on three major areas; customer-driven
re-organisation, solutions-focused user interface, and customer engagement.
Firstly, our re-organisation focused upon the separation of the Healthcare
business at an operational level, but the real emphasis was setting up
customer-centric organisational structures. We hired a Chief Revenue Officer
("CRO") and Chief Operating Officer ("COO") within the Healthcare division as
well as a Global CRO and COO covering all other industry sectors, each with a
customer-centric and growth transformation mandate.
Within this structure we have hired strategic and major account managers
across the Group to help our focus on creating strategic partnership and build
customer relationships amongst our larger client cohort. The reorganisation
has taken time to set up, which has impacted our trading results in the short
term. However, we are confident that the changes we have made are the right
ones and we are starting to see the early benefits of this coming through in
some initiatives.
Secondly, our Growth Transformation Plan is underpinned by a clients
solutions-based model. Our Solutions initiatives centre around ensuring client
delivery is focused and personalised to the job role and use case for the
proprietary data and content. Through solutions such as Sales Intelligence,
Strategic Intelligence and Competitive Intelligence, we are creating tools,
workflows and configuration that is tailored to the user and their required
outcomes. Our investment in AI is allowing us to do this at scale and with
additional tools such as AI Hub and virtual assistants, we are now creating a
transformational user interface and user experience. This powerful combination
of AI and human expertise is what continues to set us apart from our peers.
This is why it means greater focus on investment in solutions and AI
capabilities - all to provide better solutions to our customers.
And finally, customer engagement remains central to our success, where staying
closer to and building stronger relationships is of utmost importance. The
strength of our relationships is reflected in the frequency and quality of
client engagement across our divisions. The quality, insights and specialist
industry knowledge of our analysts is a key value point in our service to
clients, increasing the levels of engagement is an extremely important value
driver for our customers and long term will increase the quality and longevity
of customer partnerships.
A key outcome of our Customer Obsession activities is to move the business
towards our target renewal rate (by volume) to more than 90% over the medium
term. Volume renewal rates (customers >£20k) marginally reduced to 83% in
FY24 (FY23: 84%). We also have a clear focus on increasing our penetration
with large clients. During 2024, our volume renewal rate for clients spending
more than £100,000 was 98% (FY23: 97%), which reflects a client base of 431
clients (FY23: 406) with an accumulated value of £123m (FY23: £114m).
World Class Product: Significant investment in products, solutions and AI
capability
2024 has been a significant year for investment in our product and AI
capability. We see increasing demand from customers for more sophisticated and
efficient solutions and, as we continue to innovate to stay at the forefront
with our value-adding product enhancements, we are actively transitioning to a
solutions-based model. Our AI capability is embedded across the portfolio, and
through investment in technology stack and enhancing AI powered solutions, we
are now offering a more personalised experience to customers.
Moreover, following the successful beta trial of AI Hub, we now see a
demonstrable impact for customers, with over 42,000 users now subscribed to AI
Hub, transforming how users discover and apply insights in their daily
workflows.
This success is primarily driven by our AI experts, as well as broader
workforce who nurture their skills through our AI training programme. We
launched 'All in on AI', an ongoing campaign designed to give all colleagues
the information and tools they need to tell our AI story with clarity and
confidence, as well as the platform to provide feedback and ideas.
Strategic use of AI remains one of our key competitive differentiators, and
this technology is embedded across our One Platform.
Transformation is well underway to a solutions-based model:
Sales Excellence: Investing in sales to drive organic growth
Now operating as two segments - Healthcare and Non-Healthcare - our sales
teams have been recalibrated to drive organic value creation. Led by our two
new CROs, we are transforming the balance of our sales operation to be more
focused on larger clients given our opportunity to increase average client
value within the greater economics of this customer cohort.
Our front-line sales personnel capacity has been expanded from c.270 to 370
effective March 2025, including an additional 30 senior sales positions. We
remain on track to grow our sales team by more than 150 additional salespeople
during the Growth Transformation Plan. Our value creation plan focuses on the
following growth levers:
Reduction of churn - Our volume renewal rate was 83% (customers >£20k),
which is reflective of churn across our low to mid-tier clients. Our focus on
solutions and AI in customer usability will help to reduce the training and
onboarding required by making the service more intuitive and tailored to
specific use cases. This approach will give us more scalability in servicing
client needs.
And secondly, our new licence model gives more access to clients via teams or
enterprise licensing which will reduce the single user risk that we have
carried with a number of low and mid-tier clients and drive more usage of the
product and ultimately more value to the customer.
Price - We have developed a new pricing model which does not price the product
by seat, but instead looks at teams and enterprise usage. We believe by doing
this, we are significantly increasing the potential value to the customer and
increasing usage. In exchange for the additional value, which also includes
additional tools, solutions workflows and AI Hub without additional charge,
this will give us much stronger pricing power going forwards.
Upsell/ Cross Sell - Our new licence model will also drive significant
opportunity to increase penetration within our existing clients, particularly
within our larger clients. The licensing model enables the expansion into
different teams and geographies, as well as more modularisation within the
data sets. Our solutions approach also gives us opportunities to approach
different use cases within a business and develop new relationships with
different teams in the organisation, as well as giving additional opportunity
for revenue with configuration and custom work.
New Logo Sales - We continue to have a significant opportunity across the
industries we serve, with a Total Addressable Market in excess of £20bn. We
continue to invest in our sales headcount, our organisational structure and
our processes.
The use of AI to optimise our internal processes, including our renewals
workflow, is showing early signs of improvement. Embedding AI tools into the
renewal workflow provides a customer health scorecard, making the renewal
process more efficient.
Operational Agility: Supporting our operational excellence through strategic
M&A
Strategic, value-enhancing M&A remains a core pillar of our growth
strategy, and in 2024 we recognised a number of good opportunities to enhance
our platform. GlobalData's centralised model for our One Platform is key to
the seamless execution of our acquisitions. We have a proven playbook to
integrate assets onto our platform. From Day 1 there are benefits to the
access our centralised model provides which allows us to remove costs, access
synergies and set up new bolt-on acquisitions to scale on our platform.
The investment from Inflexion, which completed in June 2024, generated gross
cash proceeds of £451.4m and resulted in settlement of the Group's
pre-existing finance facilities. We therefore now have the firepower to
support growth through a bolt-on M&A strategy. As part of our ongoing
efforts to invest and scale our One Platform to make it the best it can be, we
closed four M&A transactions for a combined equity value of c.£88m, with
integration of the businesses progressing as planned.
Our acquisition of Business Trade Media International is in line with our
GlobalData curve strategy, aimed at brand enhancement and increased engagement
with our clients and prospects across the GlobalData assets. It will further
accelerate our capability in this area, giving us access to a greater audience
across our vertical coverage.
LinkUp, the leading provider of global job market data, adds to our growing
strategic intelligence offering as well as strengthening its presence within
the financial markets audience. This complementary acquisition offers our new
and existing clients significant value by adding real-time proprietary
technology that indexes millions of job listings.
The acquisition of Celent represents a further complementary acquisition,
which is aligned closely to our bolt-on M&A strategy, bringing our
collective expertise and talent together to create even more value for our
existing customers as well as opportunities to serve new customers in the
financial services market.
Towards the end of the year, we completed the acquisition of Deallus, a
market-leading competitive intelligence solutions provider focused on the
global life sciences sector. As we embed Deallus into our One Platform, it
will enhance our capabilities in delivering life sciences solutions, building
deeper, more embedded relationships with major brands within the
pharmaceutical sector.
The final transaction was funded by the Group's new £340m debt financing
facilities. These facilities, in addition to cash on balance sheet, give us
significant firepower to enable the continued execution of our M&A
strategy.
Maintaining a disciplined approach to capital allocation
Our objective remains to achieve long-term compounding growth to enhance
shareholder value, and we maintain a disciplined approach to capital.
To reflect the impact of the Healthcare transaction, the dividend was rebased
from 1 July 2024, and a progressive policy will be applied in future years,
taking into account growth in profitability, free cash flow performance as
well as investment and M&A opportunity.
Whilst maintaining a disciplined approach to capital allocation, we have used
some funds for further share buybacks. The Group has completed two Share
Buyback Programmes announced on 31 July 2024 and 23 September 2024, with
shares purchased to the value of £29.3m, with a further £50m buyback
announced for 2025.
ESG
We remain committed to creating an ethical and sustainable business. Our near
term and Net Zero targets have been validated and were published by SBTi in
June.
Following the appointment of our Chief People Officer in January, we have
enhanced our commitment to investing in our people as a core component of our
Growth Transformation Plan. For example, as part of our AI strategy we have
introduced a foundational AI programme to create a unified understanding of AI
across the business. We have launched Phase 2 of the AI training programme in
the second half of this year, to continue equipping our employees with
relevant skills that they can use in daily tasks to improve productivity and
enhance customer experiences.
Our Colleagues
During this year of change for GlobalData, we were pleased to see such a high
level of engagement among our colleagues who continuously provide feedback on
the ways we can improve our business.
2024 has certainly been a year of operational achievements driven by our
dedicated colleagues, and I would like to thank everyone for their energy and
drive to make GlobalData the first choice for intelligence solutions for our
customers.
Proposed move from AIM to Main Market
In February 2025, the Group announced its intention to apply for its ordinary
shares to be admitted to the Equity Shares (commercial company) listing
segment of the Official List and to trading on the main market for listed
securities of the London Stock Exchange plc ("Admission"). The Board
believes that Admission will further enhance the Company's corporate profile
and recognition, as well as extending the opportunity to own the Company's
ordinary shares to a broader group of UK and global institutional
shareholders.
Current Trading and Outlook
Looking ahead, we are confident in GlobalData's outlook for 2025, underpinned
by high levels of revenue visibility, good execution of the Growth
Transformation Plan and a strong financial position that allows continued
investment in strategic growth opportunities.
Operationally and structurally, we have built a very strong foundation this
year, including re-organising and adding to our teams for seamless execution
in 2025.
We remain on track to progress towards 45% Adjusted EBITDA margin over the
course of the plan period and maintain our ambition of high single to
double-digit underlying organic revenue growth, supplemented by strategic
M&A to surpass £500m annualised revenue by the end of our 3-year plan.
Mike Danson
Chief Executive
10 March 2025
Financial Review
£m Year ended Year ended Change
31 December 2024 31 December 2023 %
Revenue 285.5 273.1 +5%
Operating profit 65.1 73.7 -12%
Depreciation 5.8 6.2 -6%
Amortisation of acquired intangible assets 8.9 9.0 -1%
Amortisation of software 1.9 1.6 +19%
Share-based payments charge 24.1 19.4 +24%
Restructuring and refinancing costs 5.3 1.7 +212%
Acquisition and integration costs 4.0 1.3 +208%
Costs relating to share-based payments scheme 0.3 0.2 +50%
Revaluation loss/ (gain) on short- and long-term derivatives 1.7 (0.8) -313%
Unrealised operating foreign exchange gain (0.3) (1.5) -80%
Adjusted EBITDA(1) 116.8 110.8 +5%
Adjusted EBITDA margin(1) 41% 41% 0pts
Profit before tax 54.9 41.5 +32%
Amortisation of acquired intangible assets 8.9 9.0 -1%
Share-based payments charge 24.1 19.4 +24%
Restructuring and refinancing costs 5.3 1.7 +212%
Acquisition and integration costs 4.0 1.3 +208%
Costs relating to share-based payments scheme 0.3 0.2 +50%
Revaluation loss/ (gain) on short- and long-term derivatives 1.7 (0.8) -313%
Unrealised operating foreign exchange gain (0.3) (1.5) -80%
Revaluation of interest rate swap (2.8) 2.8 -200%
Adjusted profit before tax(1) 96.1 73.6 +31%
Adjusted income tax expense(1) (27.2) (18.5) +47%
Adjusted profit after tax(1) 68.9 55.1 +25%
Allocated to equity holders of the parent 58.8 55.1 +7%
Allocated to non-controlling interest 10.1 - +100%
Cash flow generated from operations 97.6 101.0 -3%
Interest paid (10.9) (23.0) -53%
Income taxes paid (40.7) (12.0) +239%
Contingent consideration paid (0.5) (0.2) +150%
Principal elements of lease payments (5.6) (5.4) +4%
Purchase of intangible and tangible assets (7.2) (4.2) +71%
Free cash flow(1) 32.7 56.2 -42%
Operating cash flow conversion %(1) 84% 91% -7pts
Free cash flow conversion %(1) 34% 76% -42pts
Earnings attributable to equity holders:
Basic earnings per share (pence) 3.8 3.8 0%
Diluted earnings per share (pence) 3.7 3.8 -3%
Adjusted basic earnings per share (pence) 7.5 6.8 +10%
Adjusted diluted earnings per share (pence) 7.4 6.7 +10%
(1) Defined in the explanation of non-IFRS measures on page 20.
Key Performance Indicators:
Financial Key Performance Indicators
The financial KPIs detailed below are used, in addition to statutory reporting
measures, by the Executive Directors to monitor the Group's performance and
progress.
Revenue Contracted Forward Revenue Adjusted EBITDA Adjusted EBITDA margin Net cash/ (bank debt)
2024 £285.5m £171.4m £116.8m 41% £10.1m
2023 £273.1m £153.4m £110.8m 41% (£243.9m)
% reported growth +5% +12% +5% 0p.p. -104%
% underlying growth +4% +4% +7% +1p.p. N/a
The platform economics of our business model meant that we continued to see a
large flow through of incremental revenue to Adjusted EBITDA without material
incremental cost of sale. Over the course of the past four years, we have seen
material margin improvement in the business, and since 2023, we are now
reporting an Adjusted EBITDA margin in excess of 40%, at 41%.
We finished the year with good visibility on future revenues, following
another good year of revenue growth. Contracted Forward Revenue grew to
£171.4m as at 31 December 2024 (31 December 2023: £153.4m).
The Group has changed its forward revenue metric to include contracted forward
revenue, but un-invoiced at the balance sheet date. The reason for this change
is that the timing of invoices does not always reflect the underlying
performance of ongoing contracted revenue. For comparison, Invoiced Forward
Revenue grew to £145.3m (underlying growth of 3%) at 31 December 2024 (31
December 2023: £135.2m).
Operational Key Performance Indicators
As at 31 December 2024, the total number of clients (>£5,000 spend) grew
4% to 4,979 (2023: 4,810) excluding the impact of the recent acquisitions.
Clients >£20,000 All Clients
(above £5,000)
Value renewal rate Volume renewal Average client value Value renewal rate Volume renewal Average client value
rate (£'000) rate (£'000)
2024 93% 83% £79.1 92% 79% £49.7
2023 94% 84% £76.2 94% 80% £48.7
Movement -1pt -1pt +4% -2pts -1pt +2%
Our volume renewal rates were materially consistent with the previous year,
although slightly down (1pt). As part of the Growth Transformation Plan a
number of initiatives and strategic focus has been on Customer Obsession and
we believe that these will drive towards our stated ambition of volume renewal
rates of >90% over the longer term.
Financial Review Notes
The financial position and performance of the business are reflective of the
key financial elements of our business model: visible and recurring revenues,
high incremental margins, scalable opportunity and strong cash flows. The
Directors believe that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted
profit before tax, Adjusted profit after tax and Adjusted earnings per share
provide additional useful information on the operational performance of the
Group to shareholders, and internally we review the results of the Group using
these measures. The term 'adjusted' is not a defined term under IFRS and may
not therefore be comparable with similarly titled profit measures reported by
other companies. It is not intended to be a substitute for, or superior to,
IFRS measures of profit.
The Directors also believe that reviewing revenue growth on an 'underlying'
basis gives a useful view on the performance of the business. By reviewing
growth excluding the impact of currency and the impact of acquisitions, the
Directors can review performance on a like-for-like basis. The term
'underlying' is not a defined term under IFRS and may not therefore be
comparable with similarly titled measures reported by other companies.
Financial Key Performance Indicators ('KPIs')
The financial KPIs on page 11 are used, in addition to statutory reporting
measures, by the Executive Directors to monitor the Group's performance and
progress. These key performance indicators are used to measure progress
against strategy, the strength of the business and long-term prospects for our
stakeholders.
Operational Key Performance Indicators
The operational key performance indicators below are used by the Directors to
monitor the quality of revenue growth and understand underlying performance.
Our operational key performance indicators are:
Value Renewal Rate - this is calculated in reference to the total spend of
existing clients with subscription contracts in the last twelve months,
compared to the total spend of those same clients in the twelve months prior
to that.
Volume Renewal Rate - this is calculated in reference to the number of
existing clients with subscription contracts in the last twelve months,
compared to the same number of clients in the twelve months prior to that.
Average Client Value - this is calculated using the total value of sales
across our clients with subscription contracts and dividing by the number of
clients with subscription contracts, which shows an average value.
Our operational KPIs reference sales orders rather than revenue and therefore
impact both revenue recognised in the year as well as Invoiced Forward
Revenue.
The Group's Performance This Year
1. Inflexion Investment acquired 40% stake in the Group's Healthcare
business
On 21 December 2023, the Group announced that it had exchanged on a
transaction to sell 40% of the Group's Healthcare business to Inflexion, the
transaction completed on 28 June 2024. The financial impact of the transaction
on the Group consolidated financial statements is summarised below:
· £451.4m gross cash proceeds received, £305m of pre-existing debt
facilities were fully settled and extinguished on completion of the
transaction;
· £412.0m gain recognised directly in retained profit within the
Consolidated Statement of Changes in Equity;
· £17.1m of non-controlling interest in the Consolidated Statement of
Financial Position as at 31 December 2024.
2. Revenue
Revenue grew by 5% to £285.5m (2023: £273.1m). The majority of the increase
came from underlying growth of 4%, aided by c.2% benefit from acquisitions
which was offset by c.2% adverse movements on currency. On an underlying
basis, subscriptions grew by 4% underpinned by continued strong renewal rates,
and new business wins. As a result of the weighting of acquisitions,
subscription revenue as a proportion of total revenue reduced slightly to 75%
(2023: 77%).
3. Profit before tax
Profit before tax for the year grew by £13.4m to £54.9m (2023: £41.5m),
which represents stronger operating performance at an Adjusted EBITDA level
combined with a reduction in other operating costs, driven by lower finance
costs (-£22.0m), reflecting a reduction in average drawn debt in 2024
compared with 2023. Operating profits reduced by 12% in the year to £65.1m
(2023: £73.7m), primarily as a result of current year acquisition and
integration expenses, combined with restructuring costs incurred on the
Healthcare transaction and an increase in the share-based payment charge.
£m Year ended Year ended Change %
31 December 2024 31 December 2023
Revenue 285.5 273.1 +5%
Operating costs (excluding adjusting items) (168.7) (162.3) +4%
Adjusted EBITDA 116.8 110.8 +5%
Depreciation (5.8) (6.2) -6%
Amortisation of acquired intangible assets (8.9) (9.0) -1%
Amortisation of software (1.9) (1.6) +19%
Share-based payments charge (24.1) (19.4) +24%
Restructuring and refinancing costs (5.3) (1.7) +212%
Acquisition and integration costs (4.0) (1.3) +208%
Costs relating to share-based payment schemes (0.3) (0.2) +50%
Revaluation (loss)/ gain on short and long-term derivatives (1.7) 0.8 -313%
Unrealised operating foreign exchange gains 0.3 1.5 -80%
Finance costs (10.2) (32.2) -68%
Profit before tax 54.9 41.5 +32%
Adjusted EBITDA
Adjusted EBITDA increased by 5% to £116.8m (2023: £110.8m). The revenue
growth of £12.4m (£11.9m of which was underlying growth) was offset with
cost increases of £6.4m (largely representing the full year impact of
acquisitions which closed in the second half of 2024), meaning that the
overall net improvement to Adjusted EBITDA was £6.0m (incremental margin of
48%). The growth in Adjusted EBITDA is reflective of the operational gearing
in our business model and our ability to control what is a relatively fixed
cost base. Our underlying Adjusted EBITDA margin grew to 42%, but the impact
of acquisitions reduced the overall Adjusted EBITDA margin which remained at
41% (2023: 41%).
On an underlying basis, Adjusted EBITDA grew by 7% and Adjusted EBITDA margin
increased by 1 percentage point, which is reconciled below.
£m £m
Revenue as reported - 2024 285.5
Add back currency movements 4.5
Deduct post-acquisition revenue of M&A (5.0)
Revenue underlying - 2024 285.0
2023 273.1
Reported Growth 5%
Underlying Growth 4%
Adjusted EBITDA as reported - 2024 116.8
Add back currency movements 3.1
Deduct post-acquisition Adjusted EBITDA of M&A (1.0)
Adjusted EBITDA underlying - 2024 118.9
2023 110.8
Reported Growth 5%
Underlying Growth 7%
Adjusted EBITDA margin underlying - 2024 42%
2023 41%
Movement 1pts
Adjusting items
The Group experienced a significant amount of corporate activity during 2024,
including: Inflexion Healthcare investment which required a large amount of
corporate and legal restructuring pre-completion in order to establish the
Healthcare sub-group; acquisition and integration of four M&A
transactions; launch of the initiatives associated with the Growth
Transformation Plan.
Adjusting items grew by £14.7m in total, with some significant individual
movements of note:
· The share-based payment charge has increased from £19.4m to
£24.1m, driven by new grants in the year and lower actual churn than the
previous model assumptions, which required trueing up in the year.
Acquisition and integration costs increased year on year, from £1.3m to
£4.0m, reflective of additional M&A activity during 2024. The Group
completed four acquisitions during the year, being BTMI, LinkUp, Celent and
Deallus as disclosed in note 13.
· Restructuring costs totalling £4.5m have been recognised within the
Group, which have principally arisen as a result of the pre-completion steps
required to restructure the Group ahead of the Inflexion investment in the
Healthcare business.
· Unrealised foreign exchange losses of £1.4m were recognised during
the year, in comparison with a total gain in 2023 of £2.3m.
Finance costs
Finance costs have decreased by 68% to £10.2m (2023: £32.2m) which is
inclusive of a non-cash interest charge of £1.4m relating to financial
liabilities measured at amortised cost (2023: £5.1m), revaluation gain on the
terminated interest rate swap of £2.8m (2023: loss of £2.8m) and IFRS16
leases interest of £1.1m (2023: £1.1m). The cash paid in interest in 2024
was £10.9m (2023: £23.0m) reflecting a decrease in average drawn debt in
2024 compared with 2023. The Group repaid £305.0m of debt on 28 June 2024
following the investment from Inflexion, which was the key driver in reduced
interest payments in the year.
Finance costs in relation to the newly negotiated banking facilities are
calculated on drawn debt based upon a margin range of 225-325bps, dependent on
adjusted leverage, plus SONIA (Sterling Overnight Index Average rate). Undrawn
debt carries interest at one third of the prevailing margin.
Leases
Within our operating costs, depreciation in relation to right-of-use assets
was £4.6m (2023: £5.1m). Our net finance costs include interest of £1.1m in
relation to lease liabilities (2023: £1.1m).
4. Foreign exchange impact on results
The Group derives around 60% of revenues in currencies other than Sterling,
compared with around 40% of its cost base. The impact of currency movements in
the year reduced revenue by £4.5m, which mainly reflected volatility of
Sterling against US Dollar (average rate: 2024: 1.28, 2023: 1.24). By 31
December 2024, the rate of Sterling against US Dollar was comparable with the
previous year and therefore had limited impact on closing Contracted Forward
Revenue. The Group cost base benefitted from currency movements by £1.4m. The
full impact of currency on Adjusted EBITDA was a reduction of £3.1m.
£m Revenue Operating costs(1) Adjusted EBITDA Adjusted EBITDA Contracted Forward Revenue
Margin
As reported 285.5 (168.7) 116.8 41% 171.4
Add back currency movements
US Dollar 3.6 (1.5) 2.1 (0.1)
Euro 0.1 0.0 0.1 0.2
Other 0.8 0.1 0.9 0.4
Constant currency 290.0 (170.1) 119.9 41% 171.9
2023 - as reported 273.1 (162.3) 110.8 41% 153.4
Constant currency growth 6% 5% 8% 0.p.p. 12%
(1)Operating costs excluding adjusting items.
5. Taxation
The Group's effective income tax rate (ETR) for the reporting period is 33.5%
which exceeds the statutory UK income tax rate for the period of 25.0%. The
major components increasing the ETR are local withholding taxes chargeable on
the distribution of profits from overseas subsidiaries, for which double
taxation relief is not available, and expenses that are non-deductible for tax
purposes.
Key factors that may impact the Group's future tax charge as a percentage of
underlying profits are the mix of profits and losses between the jurisdictions
in which the Group operates and the corresponding tax rates in those
territories, the impact of non-deductible expenditure and non-taxable income
and the utilisation (with a corresponding reduction in cash tax payments) of
previously unrecognised deferred tax assets.
The ETR for the reporting period has been elevated due to the separation of
the Healthcare business and the subsequent investment by Inflexion. This
event is not expected to have an ongoing impact on the tax rate in future
periods.
Reconciliation of statutory income tax charge to adjusted income tax charge is
presented below:
£m Year ended Year ended
31 December 2024 31 December 2023
Statutory income tax charge 18.4 10.7
Amortisation of acquired intangible assets 2.3 1.9
Share-based payments charge 5.0 4.8
Restructuring and refinancing costs 1.3 0.3
Costs relating to share-based payment schemes 0.1 -
Unrealised operating foreign exchange loss/ (gain) 0.5 (0.6)
Revaluation of interest rate swap (0.7) 0.7
Corporate tax rate change (0.1) 0.4
Movement in unrecognised deferred tax 0.4 0.3
Adjusted income tax charge 27.2 18.5
The tax effect of adjusting items in 2024 of £8.8m is broadly similar to the
prior year (2023: £7.8m). Key variances include the impact of adjusting
for:
· Tax deductible refinancing costs, arising from the new debt
facilities agreed during 2024;
· Tax deductible unrealised foreign exchange losses sustained during
2024; and
· The closure of an interest rate swap during 2024, reversing the tax
effect recognised in the prior year.
6. Earnings per share
Basic EPS was 3.8 pence per share (2023: 3.8 pence per share). Fully diluted
profit per share was 3.7 pence per share (2023: 3.8 pence per share). Adjusted
basic earnings per share grew from 6.8 pence per share to 7.5 pence per share,
representing 10% growth.
Growth in Adjusted earnings per share (+10%) rose above the growth in Adjusted
EBITDA (+5%) mainly as a result of decreased finance charges in the year. Cash
interest charges decreased by £12.1m (-53%) as well as non-cash finance costs
decreasing by £9.9m compared with 2023. Non-cash finance charges include
non-cash interest relating to financial liabilities measured at amortised cost
of £1.4m (2023: 5.1m). The decreased charge in the year reflects that the
Group settled its pre-existing loan facility in full during June 2024
therefore had £nil interest-bearing indebtedness until late December 2024
when £44.5m was drawn down in relation to the new loan facilities.
7. Dividends
As noted in our half year results statement (published 31 July 2024),
following on from the completion of the Healthcare transaction and the
strategy to focus more capital towards M&A, we have rebased the dividend
for the period from 1 July 2024.
We are therefore proposing a final dividend of 1.0 pence per share (2023: 3.2
pence), to be paid on 2 May 2025 to shareholders on the register at the close
of business on 21 March 2025. The ex-dividend date will be on 20 March 2025.
The proposed final dividend increases the total dividend for the year to 2.5
pence per share (2023: 4.6 pence). The decrease of 46% is reflective of the
dividend being rebased from 1 July 2024.
8. Cash generation
Following completion of the investment agreement with Inflexion, the Group
recognised gross cash proceeds of £451.4m which was offset slightly by
transaction costs recognised in equity of £30.6m.
Cash generated from operations was £97.6m (2023: £101.0m), a 3% decrease,
representing 84% of Adjusted EBITDA (2023: 91%). The reduced conversion from
EBITDA was driven by the increased number of adjusting items which impacted
operating cash flow, driven largely by M&A and the Inflexion transaction.
Total adjusting items in 2024 impacting operating cashflow was £10.1m (2023:
£2.3m).
Capital expenditure was £7.2m in 2024 (2023: £4.2m), including £5.3m on
software including assets under construction (2023: £3.2m). Capital
expenditure represented 2.5% of revenue (2023: 1.5%), which was higher than
our normal target range because of key capital initiatives related to our
Growth Transformation Plan.
Total cash flows from operating activities were £45.5m (fall of £20.3m from
2023), which represented 70% of operating profit (2023: 89%). During the year,
the Group paid out £37.5m in dividends (2023: £32.2m).
Short- and long-term borrowings decreased by £223.3m to £40.4m as at 31
December 2024 (2023: £263.7m).
9. Net cash/ (bank debt):
Net cash as at 31 December 2024 was £10.1m (2023: net bank debt of £243.9m).
The Group defines net bank debt as short- and long-term borrowings (note 10)
less cash and cash equivalents. The amount excludes items related to leases.
£m 2024 2023
Short- and long-term borrowings (note 10) (40.4) (263.7)
Cash 50.5 19.8
Net cash/ (bank debt) 10.1 (243.9)
A reconciliation of cash generated from operations, free cash flow and opening
and closing net bank debt is set out below.
£m Year ended 31 December 2024 Year ended Growth
31 December 2023
Cash flow generated from operations 97.6 101.0 -3%
Interest paid (10.9) (23.0) -53%
Income taxes paid (40.7) (12.0) +239%
Contingent consideration paid (0.5) (0.2) +150%
Principal elements of lease payments (5.6) (5.4) +4%
Purchase of intangible and tangible assets (7.2) (4.2) +71%
Free cash flow 32.7 56.2 -42%
Dividends paid (37.5) (32.2) +16%
Net M&A(1) (79.4) - +100%
Acquisition of own shares (52.5) (11.9) +341%
Acquisition of own shares for cancellation (29.3) - +100%
Proceeds from sale of 40% of Healthcare business to non-controlling interest 443.4 - +100%
Transaction costs relating to sale of 40% of Healthcare business to (30.6) - +100%
non-controlling interest
Receipt of loan from related party 8.0 - +100%
Net cash flow 254.8 12.1 +2,006%
Opening net bank debt (243.9) (249.6) -2%
Non-cash movement in borrowings (1.4) (5.1) -73%
Currency translation 0.6 (1.3) -146%
Closing net cash/ (bank debt) 10.1 (243.9) -104%
Last 12 months Adjusted EBITDA(2) 116.8 110.8 +5%
Net bank debt leverage 0.1x (2.2x) +2.3x
(1)Cash cost relating to acquisitions included in the Consolidated Statement
of Cash Flows within investing activities (£68.7m) and financing activities
(£10.7m).
(2)Reflects 12 month rolling Adjusted EBITDA results, which for the 12 months
ending 31 December 2024 and 31 December 2023 respectively, directly agrees to
Adjusted EBITDA reported for each financial year.
Additional current tax of £25.0m was paid on account during the period in
relation to income tax liabilities arising from the reorganisation steps
required to facilitate the separation of the Healthcare business and the
subsequent investment by Inflexion. The reorganisation steps are expected to
provide the Group with future tax benefits and deferred tax assets have been
recognised to reflect this, which will be unwound as and when such benefits
are realised. Excluding the impact of the additional current tax payments
during the period, free cash flow would have been £57.7m.
10. M&A Transactions
During the year the Group invested £88.0m of equity value (headline purchase
price) across four acquisitions. The reconciliation to the net cash
consideration paid at acquisition is provided below:
£m BTMI Linkup Celent Deallus Total
Equity/ Purchase Value 10.0 21.0 24.0 33.0 88.0
Estimated closing indebtedness (3.7) (4.2) (4.4) (12.2) (24.5)
Other purchase adjustments - 1.6 (0.4) - 1.2
Cash Consideration 6.3 18.4 19.2 20.8 64.7
11. Contracted Forward Revenue
Invoiced Forward Revenue grew to £145.3m (reported growth of 7% and
underlying growth of 3%) at 31 December 2024 (2023: £135.2m).
£m 2024 2023
Deferred revenue 114.6 104.6
Amounts not due/subscription not started at 31 December 30.7 30.6
Invoiced Forward Revenue 145.3 135.2
Contracted not yet invoiced 26.1 18.2
Contracted Forward Revenue 171.4 153.4
£m
Contracted Forward Revenue as reported - 2024 171.4
Add back currency movements 0.5
Deduct Contracted Forward Revenue of acquisitions at 31 December (12.8)
Contracted Forward Revenue underlying - 2024 159.1
2023 153.4
Reported growth 12%
Underlying growth 4%
£m
Invoiced Forward Revenue as reported - 2024 145.3
Add back currency movements 0.5
Deduct Invoiced Forward Revenue of acquisitions at 31 December (6.9)
Invoiced Forward Revenue underlying - 2024 138.9
2023 135.2
Reported growth 7%
Underlying growth 3%
12. Intangible assets
Intangible assets (excluding goodwill) have increased by £40.0m during the
year, from £61.7m as at 31 December 2023 to £101.7m as at 31 December 2024.
This movement is driven by an amortisation charge for the year of £10.8m
offset by additions of £50.8m, which predominantly relate to intangibles
identified in relation to acquisitions made in the year as detailed in note
13.
13. Trade receivables
Net trade receivables as at 31 December 2024 were £74.0m, representing 35%
growth compared with the 31 December 2023 balance of £54.8m which includes
the impact of trade receivables acquired through M&A activity during the
year.
Financial Risk Management
The Group's primary objective in managing foreign currency risk is to protect
against the risk that the eventual Sterling net cash flows will be affected by
changes in foreign currency exchange rates. To do this, the Group enters into
foreign exchange contracts that limit the risk from movements in US Dollar and
Euro exchange rates with Sterling. Due to the Group's operations in India, the
Group also enters into foreign exchange contracts that limit the risk from
movements in US Dollars with the Indian Rupee exchange rate. While
commercially and from a cash flow perspective this hedges the Group's currency
exposures, the Group elects not to apply hedge accounting and accordingly any
movements in the fair value of the foreign exchange contracts are recognised
in the income statement.
On 23 May 2023, the International Accounting Standards Board issued
International Tax Reform - Pillar Two Model Rules - Amendments to IAS 12 which
clarify that IAS 12 applies to income taxes arising from tax law enacted or
substantively enacted to implement the Pillar Two model rules published by the
OECD, including tax law that implements Qualified Domestic Minimum Top-up
Taxes. The Group has adopted these amendments. However, they are not yet
applicable for the current reporting year as the Group's consolidated revenue
is currently below the threshold of €750m.
Interest Rate Risk
Interest rate risk is the impact that fluctuations in market interest rates
can have on the value of the Group's interest-bearing assets and liabilities
and on the interest charge recognised in the income statement. The Group does
not currently manage this risk with the use of derivatives. The Group entered
into an interest rate swap arrangement in relation to the previously held loan
facilities, which were settled in full during June 2024, at which point the
swap arrangement was terminated.
Credit Risk
In the normal course of its business, the Group is exposed to credit risk from
cash and trade and other receivables. Credit risk refers to the risk that a
counterparty will default on its contractual obligations resulting in
financial loss to the Group. Trade receivables consist of a large number of
customers, spread across diverse industries and geographic markets, and the
Group's exposure to credit risk is influenced mainly by the individual
characteristics of each customer. The Group has adopted an approach of
assessing factors such as counterparty size, location and payment history as a
means of mitigating the risk of financial loss from defaults. The Group
defines default as the debt being deemed completely unrecoverable.
Liquidity Risk and Going Concern
The Group's approach to managing liquidity risk is to ensure, as far as
possible, that it has sufficient liquidity to meet its liabilities as they
fall due, with surplus facilities to cope with any unexpected variances in
timing of cash flows. The Group meets its day-to-day working capital
requirements through free cash flow, being operations-generated cash (with no
external financing required). Although the statement of financial position
shows net current liabilities (current assets less current liabilities),
included in current liabilities is £112.9m of deferred revenue that
represents future income earnings. Excluding deferred revenue held within
current liabilities, the Group has net current assets of £89.2m (2023:
£49.8m).
Based on cash flow projections, the Group considers the existing financing
facilities to be adequate to meet short-term commitments. The Directors have a
reasonable expectation that there are no material uncertainties that cast
significant doubt about the Group's ability to continue in operation and meet
its liabilities as they fall due for the foreseeable future, being a period of
at least 12 months from the date of approval of the financial statements.
Accordingly, the Group has prepared the Annual Report and Accounts on a going
concern basis. The Directors have prepared a Going Concern and Long-Term
Viability statement within the Group's Annual Report and Accounts for the year
ended 31 December 2024, within the Strategic Report.
Graham Lilley
Chief Financial Officer
10 March 2025
Explanation of non-IFRS Measures
Financial measure How we define it Why we use it
Adjusted diluted EPS Adjusted profit after tax per diluted share (reconciliation between statutory In order to assess the year-on-year operational business performance.
profit and adjusted profit shown on page 10). Diluted share defined as total
of basic weighted average number of shares (net of shares held in treasury
reserve) and share options in issue at end of period (reconciliation between
basic weighted average number of shares and diluted weighted average number of
shares in note 8).
Adjusted EBITDA Earnings before interest, tax, depreciation and amortisation, adjusted to
exclude costs associated with acquisitions, restructuring of the Group,
share-based payments, impairment, unrealised operating exchange rate movements
and the impact of foreign exchange contracts. This is reconciled to the
statutory operating profit on page 10.
Last 12 months Adjusted EBITDA Earnings before interest, tax, depreciation and amortisation, adjusted to
exclude costs associated with acquisitions, restructuring of the Group,
share-based payments, impairment, unrealised operating exchange rate movements
and the impact of foreign exchange contracts in the 12 months preceding the
period end date. This is reconciled on page 17.
Adjusted EBITDA margin Adjusted EBITDA as a percentage of revenue. This is calculated on page 10.
Adjusted EPS Adjusted profit after tax per share (reconciliation between statutory profit
and adjusted profit shown on page 10).
Adjusted income tax expense Represents the statutory income tax expense adjusted for the tax effect on
adjusting items. In addition, the adjusted income tax expense includes the
effect of any tax rate changes. This is reconciled to the statutory income tax
charge on page 15.
Adjusted profit before tax Profit before tax adjusted to exclude amortisation of acquired intangible
assets, costs associated with acquisitions, restructuring of the Group,
share-based payments, impairment, unrealised operating exchange rate
movements, the impact of foreign exchange contracts and revaluation of the
interest rate swap. This is reconciled to the profit before tax on page 10.
Adjusted profit after tax The sum of adjusted profit before tax and adjusted income tax expense. This is
calculated on page 10.
Constant currency growth Underlying growth is calculated by excluding the impact of movement in To give the reader an idea of the growth of the business without the impact of
exchange rates. Constant currency growth is reconciled to reported growth on foreign exchange fluctuations, which may add to the transparency and
page 15 for revenue, operating costs, Adjusted EBITDA, Adjusted EBITDA margin understanding of the results.
and Contracted Forward Revenue.
Free cash flow Cash flow generated from operations less interest paid, income taxes paid, Indicates the extent to which the Group generates cash from Adjusted profits.
contingent consideration paid, principal elements of lease payments and
purchase of intangible and tangible assets. This is calculated on page 10.
Free cash flow conversion Free cash flow divided by Adjusted profit before tax. This is calculated on
page 10.
Invoiced Forward Revenue Invoiced Forward Revenue relates to amounts that are invoiced to clients at Acts as an indication of revenue visibility for the forthcoming period.
the statement of financial position date, which relate to future revenue to be
recognised. This is reconciled to deferred revenue on page 18.
Contracted Forward Revenue Defined as Invoiced Forward Revenue (as defined above) plus contracted revenue
that has not yet been invoiced as at the statement of financial position date.
This is reconciled to deferred revenue on page 18.
Net cash/ (bank debt) Short and long-term borrowings (excluding lease liabilities) less cash and Provides an insight into the debt position of the Group, taking into account
cash equivalents. This is reconciled on page 16. current cash resources.
Net bank debt leverage Net bank debt calculated as a multiple of the last 12 months Adjusted EBITDA.
Detailed calculation is provided on page 17.
Net cash flow Free cash flow less dividends paid, net M&A costs, acquisition of own Indicates the extent to which the Group generates cash from Adjusted profits.
shares and cash received from repayment of loans. This is calculated on page
17.
Operating cash flow conversion Cash flow generated from operations divided by Adjusted EBITDA. This is Indicates the extent to which the Group generates cash from Adjusted EBITDA.
calculated on page 10.
Organic growth Organic growth is calculated by excluding the results of acquired businesses. The reason we use organic and underlying growth as a metric is to give the
reader an idea of the growth of the business without the impact of
acquisitions and foreign exchange fluctuations, which may add to the
transparency and understanding of the results. This also aids the Directors to
review performance on a like-for-like basis.
Underlying growth Underlying growth is calculated by excluding the impact of movement in
exchange rates and the results of acquired businesses. Underlying revenue is
reconciled to reported revenue on page 14. Underlying Invoiced and Contracted
Forward Revenues are reconciled to reported Invoiced and Contracted Forward
Revenues on page 18. Underlying Adjusted EBITDA and underlying Adjusted EBITDA
margin are reconciled to reported figures on page 14.
Consolidated Income Statement
Notes Year ended 31 December 2024 Year ended 31 December 2023
Continuing operations £m £m
Revenue 4 285.5 273.1
Operating expenses 5 (220.0) (197.7)
Losses on trade receivables 5 (1.0) (2.3)
Other income 0.6 0.6
Operating profit 65.1 73.7
Net finance costs 7 (10.2) (32.2)
Profit before tax 54.9 41.5
Income tax expense (18.4) (10.7)
Profit for the year 36.5 30.8
Attributable to:
Equity holders of the parent 29.6 30.8
Non-controlling interest 6.9 -
Earnings per share attributable to equity holders:
Basic earnings per share (pence) 8 3.8 3.8
Diluted earnings per share (pence) 8 3.7 3.8
Reconciliation to Adjusted EBITDA:
Operating profit 65.1 73.7
Depreciation 5.8 6.2
Amortisation of software 1.9 1.6
Adjusting items 6 44.0 29.3
Adjusted EBITDA 116.8 110.8
The accompanying notes form an integral part of this financial report.
Consolidated Statement of Comprehensive Income
Notes Year ended 31 December 2024 Year ended 31 December 2023
£m £m
Profit for the year 36.5 30.8
Other comprehensive income
Items that will be classified subsequently to profit or loss when specific
conditions are met:
Cash flow hedge - effective portion of changes in fair value - 0.7
Cash flow hedge - reclassification to profit or loss - 3.2
Net exchange gain/ (loss) on translation of foreign entities 11 0.6 (1.3)
Other comprehensive income, net of tax 0.6 2.6
Total comprehensive income for the year 37.1 33.4
Attributable to:
Equity holders of the parent 29.4 33.4
Non-controlling interest 7.7 -
The accompanying notes form an integral part of this financial report.
Consolidated Statement of Financial Position
Notes 31 December 2024 31 December 2023
£m £m
Non-current assets
Property, plant and equipment 28.1 26.6
Goodwill 9 357.2 311.1
Other intangible assets 9 101.7 61.7
Investment in associate 14 4.0 -
Deferred tax assets 22.0 3.4
513.0 402.8
Current assets
Trade and other receivables 89.9 69.2
Current tax receivable 2.4 -
Short-term derivative assets - 0.5
Cash and cash equivalents 50.5 19.8
142.8 89.5
Total assets 655.8 492.3
Current liabilities
Trade and other payables (43.2) (32.4)
Deferred revenue 4 (112.9) (104.6)
Short-term lease liabilities 10 (4.0) (4.3)
Current tax payable (4.9) (2.8)
Short-term derivative liabilities (1.3) (0.1)
Short-term provisions (0.2) (0.1)
(166.5) (144.3)
Net current liabilities (23.7) (54.8)
Non-current liabilities
Long-term trade and other payables (2.7) -
Deferred revenue 4 (1.7) -
Long-term provisions (1.5) (1.4)
Deferred tax liabilities - (0.9)
Long-term derivative liabilities - (2.8)
Long-term lease liabilities 10 (22.1) (21.4)
Long-term borrowings 10 (40.4) (263.7)
(68.4) (290.2)
Total liabilities (234.9) (434.5)
Net assets 420.9 57.8
Equity
Share capital 11 0.2 0.2
Treasury reserve 11 (100.6) (65.4)
Other reserve 11 (44.3) (44.3)
Foreign currency translation reserve 11 (1.1) (2.0)
Retained profit 549.6 169.3
Equity attributable to equity holders of the parent 403.8 57.8
Non-controlling interest 11 17.1 -
Total equity 420.9 57.8
The accompanying notes form an integral part of this financial report.
Consolidated Statement of Changes in Equity
Notes Share capital Cash flow hedge reserve Foreign currency translation reserve Equity attributable to equity holders of the parent Non-controlling interest
Treasury reserve Other reserve Retained profit Total equity
£m £m £m £m £m £m £m £m £m
Balance at 1 January 2023 0.2 (70.8) (44.3) (3.9) (0.7) 167.8 48.3 - 48.3
Profit for the year - - - - - 30.8 30.8 - 30.8
Other comprehensive income:
Cash flow hedge - reclassification to profit or loss upon loan repayment - - - 0.4 - - 0.4 - 0.4
Cash flow hedge - effective portion of changes in fair value - - - 0.7 - - 0.7 - 0.7
Cash flow hedge - reclassification to profit or loss upon discontinuation of - - - 2.8 - - 2.8 - 2.8
hedge accounting
Net exchange loss on translation of foreign entities 11 - - - - (1.3) - (1.3) - (1.3)
Total comprehensive income for the year - - - 3.9 (1.3) 30.8 33.4 - 33.4
Transactions with owners:
Share buyback 11 - (11.9) - - - - (11.9) - (11.9)
Dividends 11 - - - - - (32.2) (32.2) - (32.2)
Vesting of share options 12 - 17.3 - - - (17.3) - - -
Share-based payments charge 12 - - - - - 19.4 19.4 - 19.4
Tax on share-based payments - - - - - 0.8 0.8 - 0.8
Balance at 31 December 2023 0.2 (65.4) (44.3) - (2.0) 169.3 57.8 - 57.8
Profit for the year - - - - - 29.6 29.6 6.9 36.5
Other comprehensive income:
Net exchange (loss)/ gain on translation of foreign entities 11 - - - - (0.2) - (0.2) 0.8 0.6
Total comprehensive income for the year - - - - (0.2) 29.6 29.4 7.7 37.1
Transactions with owners:
Share buyback 11 - (52.5) - - - - (52.5) - (52.5)
Dividends 11 - - - - - (37.5) (37.5) - (37.5)
Vesting of share options 12 - 17.3 - - - (17.3) - - -
Gain from sale of 40% of Healthcare business, net of transaction costs 11 - - - - 1.1 412.0 413.1 (0.3) 412.8
incurred
Equity issued to holders of non-controlling interest 11 - - - - - - - 8.0 8.0
Share buyback and cancellation scheme 11 - - - - - (29.3) (29.3) - (29.3)
Share-based payments charge 12 - - - - - 22.7 22.7 1.4 24.1
Tax on share-based payments - - - - - 0.1 0.1 0.3 0.4
Balance at 31 December 2024 0.2 (100.6) (44.3) - (1.1) 549.6 403.8 17.1 420.9
The accompanying notes form an integral part of this financial report.
Consolidated Statement of Cash Flows
Year ended Year ended
31 December 2024 31 December 2023
Cash flows from operating activities Notes £m £m
Profit for the year 36.5 30.8
Adjustments for:
Depreciation 5.8 6.2
Amortisation 9 10.8 10.6
Other income (0.6) (0.6)
Net finance costs 7 10.2 32.2
Taxation recognised in profit or loss 18.4 10.7
Share-based payments charge 12 24.1 19.4
Increase in trade and other receivables (14.0) (6.5)
Increase/ (decrease) in trade and other payables 4.7 (1.1)
Revaluation of short- and long-term derivatives 1.7 (0.8)
Increase in provisions - 0.1
Cash generated from operations 97.6 101.0
Interest paid (10.9) (23.0)
Income taxes paid (40.7) (12.0)
Contingent consideration paid 13 (0.5) (0.2)
Total cash flows from operating activities 45.5 65.8
Cash flows from investing activities
Acquisitions 13 (68.7) -
Purchase of property, plant and equipment (1.7) (0.9)
Purchase of intangible assets 9 (5.5) (3.3)
Total cash flows used in investing activities (75.9) (4.2)
Cash flows from financing activities
Receipt of loan from related party 11 8.0 -
Settlement of borrowings in relation to acquisitions 13 (10.7) -
Proceeds from sale of 40% of Healthcare business to non-controlling interest 11 443.4 -
Transaction costs relating to sale of 40% of Healthcare business to 11 (30.6) -
non-controlling interest
Repayment of borrowings 10 (305.0) (25.0)
Proceeds from borrowings 10 82.7 -
Loan refinancing fee 10 (2.4) -
Acquisition of own shares 11 (52.5) (11.9)
Acquisition of own shares for cancellation 11 (29.3) -
Principal elements of lease payments 10 (5.6) (5.4)
Dividends paid 11 (37.5) (32.2)
Total cash flows from/ (used in) financing activities 60.5 (74.5)
Net increase/ (decrease) in cash and cash equivalents 30.1 (12.9)
Cash and cash equivalents at beginning of year 19.8 34.0
Effects of currency translation on cash and cash equivalents 0.6 (1.3)
Cash and cash equivalents at end of year 50.5 19.8
The accompanying notes form an integral part of this financial report.
Notes to the Consolidated Financial Statements
1. General information
Nature of operations
The principal activity of GlobalData Plc and its subsidiaries (together 'the
Group'), a data, insight, and technology group, is to provide decision-makers
across the world's most successful companies with the intelligence to act with
conviction. Our connected platform uniquely integrates proprietary data,
expert insight, and purpose-built AI into a unified operating system that
powers the next generation of intelligence solutions.
GlobalData Plc ('the Company') is a company incorporated in the United Kingdom
(England & Wales) and listed on the Alternative Investment Market (AIM),
therefore is publicly owned and limited by shares. The registered office of
the Company is John Carpenter House, John Carpenter Street, London, EC4Y 0AN.
The registered number of the Company is 03925319.
Basis of preparation
The condensed financial statements have been prepared on the historical cost
basis, except for derivative financial instruments, which are measured at fair
value. While the information included in the condensed financial statements
has been prepared in accordance with United Kingdom adopted international
accounting standards and in conformity with the requirements of the Companies
Act 2006 and International Financial Reporting Standards as issued by the
IASB, this announcement does not itself contain sufficient information to
comply with United Kingdom adopted International Accounting Standards. The
condensed financial statements for the year ended 31 December 2024 have been
prepared on a consistent basis with the financial accounting policies set out
in the Accounting Policies section of GlobalData Plc's Annual Report and
Accounts for the year ended 31 December 2024. These condensed financial
statements are presented in Pounds Sterling (£).
The financial information for the year ended 31 December 2024 does not
constitute statutory accounts as defined in section 434 of the Companies Act
2006. A copy of the statutory accounts for the year ended 31 December 2024
will be delivered to the Registrar of Companies in due course. The independent
auditors' report on the full financial statements for the year ended 31
December 2024 was unqualified and did not contain an emphasis of matter
paragraph or any statement under section 498 of the Companies Act 2006.
Consideration of climate change
In preparing the financial statements, management have considered the impact
of climate change, particularly in the context of the risks identified in the
Non-Financial and Sustainability Information Statement within the Group's
Annual Report and Accounts for the year ended 31 December 2024. In particular,
management considered the impact of climate change in respect of the following
areas of accounting judgement or estimate:
· the assessment of goodwill, other intangibles and tangible fixed
assets;
· the assessment of impairment of financial assets;
· our consideration of going concern and viability;
· the useful economic lives of assets; and
· the preparation of budgets and forecasts.
As a result of these considerations, no material climate change related impact
was identified. Management are however aware of the changing nature of the
risks associated with climate change and will regularly reassess these against
the judgements and estimates made in preparing the Group's financial
statements.
Critical accounting estimates and judgements
The Group makes estimates and assumptions regarding the future. Estimates and
judgements are continually evaluated based on historical experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances.
In the future, actual experience may deviate from these estimates and
assumptions. The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed in detail below.
Climate-related risks did not have a material impact on the financial
statements.
Key sources of estimation uncertainty
Management have assessed that there are no key sources of estimation
uncertainty.
Critical accounting judgements
Segmental Reporting
IFRS8 "Operating Segments" requires the segment information presented in the
financial statements to be that which is used internally by the Chief
Operating Decision Maker (CODM) to evaluate the performance of the business
and to decide how to allocate resources, therefore a judgement is required on
how to segment the financial information presented within the financial
statements. The Group has identified the Chief Executive as its Chief
Operating Decision Maker.
The fundamental principle of the GlobalData business model is to provide our
clients with subscription access to our proprietary data, analytics and
insights platform, with the offering of ancillary services such as consulting,
single copy reports and events.
The Group has previously reported one operating segment, being Data, Analytics
and Insights, however during H1 2024 there were a number restructuring and
organisational changes within the Group associated with the transaction to
sell 40% of the Group's Healthcare business to Inflexion. These changes
resulted in the ring-fencing of the Healthcare business and the production of
discrete financial information at a Healthcare level. As such, Management have
concluded that the Group now operates under two segments: 'Data, Analytics and
Insights: Healthcare' and 'Data, Analytics and Insights: Non-Healthcare'. The
results of the two segments are reported to the Group Chief Executive on a
monthly basis.
There is no difference between the Group's operating segments and the Group's
reportable segments.
Identification of Cash-Generating Units
IAS36 'Impairment of Assets' requires that assets be carried on the statement
of financial position at no more than their recoverable amount. An asset or
cash-generating unit (CGU) is the smallest identifiable group of assets that
generates cash inflows and is impaired when its carrying amount exceeds its
recoverable amount. As at the date of the impairment review (31 December
2024), Management made the judgement that the Group had three CGUs, being
DA&I Healthcare; DA&I Non-Healthcare and MBI. In the prior year
Management assessed that the Group had two CGUs, being DA&I and MBI.
During H1 2024, the Group undertook a restructuring exercise to carve out the
Healthcare business into separate legal entities. On this basis the Group is
now able to directly identify the cash inflows of the Healthcare operations.
The Non-Healthcare DA&I assets and liabilities continue to be co-mingled
within the remaining legal entities of the Group and as such are considered to
be a single CGU. The previously named Data, Analytics and Insights (DA&I)
CGU has therefore been split into two CGUs, DA&I: Healthcare and DA&I:
Non-Healthcare.
There has been no change to Management's assessment that MBI is its own CGU,
on the basis that there have been no significant changes made to the operation
of this business within the financial year. Management previously concluded
that MBI was its own CGU as the product is inherently different to the Groups'
main offering, and the brand, strategy and management of the business is
separate from the rest of the Group.
Management have assessed the new acquisitions in the year and have concluded
that the acquisitions form part of the DA&I: Healthcare CGU (Deallus) and
DA&I: Non-Healthcare CGU (BTMI, Celent, LinkUp). No other CGU is required
to be created as a result of the acquisitions.
As a result of these conclusions, as at the reporting date (31 December 2024),
the Group had three CGUs.
Going concern
The Group meets its day-to-day working capital requirements through free cash
flow. The Group has closing cash of £50.5m as at 31 December 2024 and net
cash/ (bank debt) of £10.1m (31 December 2023: cash of £19.8m and net bank
debt of £243.9m), being cash and cash equivalents less short and long-term
borrowings, excluding lease liabilities. On 28 June 2024, the Group fully
repaid the outstanding term loan and drawn RCF following the completion of the
investment agreement with Inflexion. During December 2024, the Group secured
new debt financing facilities of £340m which mature in December 2027 (with an
option to extend further by a year). The facilities comprise of a £176.6m
facility for the Healthcare business as well as a separate £163.4m facility
for the rest of the Group. As at 31 December 2024, the Group had drawn £37.0m
from the Healthcare facility and £7.5m from the rest of the Group facility.
Further details of the Group's loan facilities are provided in note 10.
The finance facilities were issued with debt covenants which are measured on a
quarterly basis. There have been no breaches of covenants in the year ended 31
December 2024. Management has reviewed forecast cash flows and there is no
indication that there will be any breach in the next 12 months.
The Directors have a reasonable expectation that there are no material
uncertainties that cast significant doubt about the Group's ability to
continue in operation and meet its liabilities as they fall due for the
foreseeable future, being a period of at least 12 months from the date of
approval of the financial statements. To complete the going concern assessment
the Directors have modelled for each of the two Group segments (aligned with
the two separate facilities) a base case, applied sensitivities to the base
case and modelled a reverse stress test for the period to September 2026. The
base case models assumes that the Group's financial performance is consistent
with the budget for 2025 followed by similar growth rates in 2026. Under the
two base case models, the Group maintains a significant level of positive
liquidity headroom. The Directors have applied reasonable downside
sensitivities to each base case model, acknowledging that such risks and
uncertainties exist. The downside scenarios modelled were as follows:
(i) sales in 2025 being 17% lower than expectation for the
Healthcare segment;
(ii) sales in 2025 being 14% lower than expectation for the
non-Healthcare segment;
(iii) 2025 costs being 2% higher than expectation for each
segment; and
(iv) sales and costs scenarios combined for each of the two
segments.
The Group maintains liquidity and there remains headroom on the covenants
under each scenario modelled across the two segments.
In addition to performing scenario planning, the Directors have also conducted
a reverse stress which shows that the Group can afford to lose 51% of its
sales across the Healthcare segment and 29% of its sales across the
Non-Healthcare segment (37% across the overall Group) to the end of September
2026 and maintain positive liquidity headroom, this extremely remote scenario
assumes no cost mitigation actions are taken.
Through our normal business practices, we are in regular communication with
our lenders and are satisfied they will be in a position to continue
supporting us for the foreseeable future.
The Directors therefore consider the strong balance sheet, with good cash
reserves and working capital along with financing arrangements, provide ample
liquidity. Accordingly, the Directors have prepared the financial statements
on a going concern basis.
2. Accounting policies
These condensed financial statements have been prepared based on the
accounting policies detailed in the Group's financial statements for the year
ended 31 December 2024 and is consistent with the policies applied in the
previous year, except for the following new standards The new standards which
are effective during the year (and have not had any material impact on the
disclosures or on the amounts reported in these financial statements) are:
· Amendments to IAS 7: Statement of Cash Flows and IFRS
7 Financial Instruments: Disclosures titled Supplier Finance Arrangements;
· Amendments to IAS 1: Classification of liabilities as current or
non-current;
· Amendments to IAS 1: Non-current liabilities with covenants; and
· Amendments to IFRS 16: Lease liability in a sale and leaseback
Presentation of non-statutory alternative performance measures
The Directors believe that Adjusted EBITDA, Adjusted EBITDA margin, Adjusted
profit before tax, Adjusted profit after tax and Adjusted earnings per share
provide additional useful information on the operational performance of the
Group to shareholders, and we review the results of the Group using these
measures internally. The term 'adjusted' is not a defined term under IFRS and
may not therefore be comparable with similarly titled profit measures reported
by other companies. It is not intended to be a substitute for, or superior to,
IFRS measures of profit.
Adjustments are made in respect of:
Share-based payments and associated costs Share-based payment expenses are excluded from Adjusted EBITDA as they are a
non-cash charge and the awards are equity-settled.
Restructuring and refinancing costs The Group excludes these costs from Adjusted EBITDA where the nature of the
item, or its size, is not related to the operational performance of the Group
and allows for comparability of underlying results.
Acquisition and integration costs (including contingent consideration) The Group excludes these costs from Adjusted EBITDA where the nature of the
item, or its size, is not related to the operational performance of the Group
and allows for comparability of underlying results.
Amortisation and impairment of acquired intangible assets The amortisation charge for those intangible assets recognised on business
combinations is excluded from Adjusted EBITDA since they are non-cash charges
arising from historical investment activities. Any impairment charges
recognised in relation to these intangible assets are also excluded from
Adjusted EBITDA. This is a common adjustment made by acquisitive information
service businesses and is therefore consistent with peers. Revenues associated
with acquisitions, in the year of acquisition, are excluded from the
calculation of underlying revenue.
Revaluation of short- and long-term derivatives Gains and losses are recognised within Adjusted EBITDA when they are realised
in cash terms and therefore we exclude non-cash movements arising from
fluctuations in exchange rates which better aligns Adjusted EBITDA with the
cash performance of the business.
Unrealised operating foreign exchange gain/loss
Revaluation of interest rate swap Gains and losses on the revaluation of the interest rate swap are excluded
from Adjusted profit before tax which better aligns with the cash performance
of the business.
3. Segmental analysis
The principal activity of GlobalData Plc and its subsidiaries (together 'the
Group'), a data, insight, and technology group, is to provide decision-makers
across the world's most successful companies with the intelligence to act with
conviction. Our connected platform uniquely integrates proprietary data,
expert insight, and purpose-built AI into a unified operating system that
powers the next generation of intelligence solutions.
IFRS8 "Operating Segments" requires the segment information presented in the
financial statements to be that which is used internally by the Chief
Operating Decision Maker (CODM) to evaluate the performance of the business
and to decide how to allocate resources. The Group has identified the Chief
Executive as its Chief Operating Decision Maker.
The fundamental principle of the GlobalData business model is to provide our
clients with subscription access to our proprietary data, analytics and
insights platform, with the offering of ancillary services such as consulting,
single copy reports and events.
The Group has previously reported one operating segment, being Data, Analytics
and Insights, however during H1 2024 there were a number restructuring and
organisational changes within the Group associated with the transaction to
sell 40% of the Group's Healthcare business to Inflexion. These changes
resulted in the ring-fencing of the Healthcare business and the production of
discrete financial information at a Healthcare level. As such, Management have
concluded that the Group now operates under two segments: 'Data, Analytics and
Insights: Healthcare' and 'Data, Analytics and Insights: Non-Healthcare'. The
results of the two segments are reported to the Group Chief Executive on a
monthly basis.
There is no difference between the Group's operating segments and the Group's
reportable segments.
Each segment generates revenue from services provided over a period of time
such as recurring subscriptions and other services which are deliverable at a
point in time such as reports, events and custom research. The services differ
by subject matter which have been grouped into the categories of; Healthcare
and Non-Healthcare. There is no material trade between segments.
The Group profit or loss along with Adjusted EBITDA by segment is reported to
the Chief Executive on a monthly basis, the Chief Executive also monitors
revenue within the operating segments.
The Group considers the use of two operating segments to be appropriate due
to:
· The Chief Executive reviewing Adjusted EBITDA at the Group level
and segment level on a monthly basis;
· Each segment engages in business activities from which it earns
revenues and incurs expenses;
· Discrete financial information is available for each segment.
Each operating segment is assessed by the Board on an Adjusted EBITDA basis.
Group adjusting items, depreciation, amortisation, finance income and costs
are not allocated to segments. Reportable segment Adjusted EBITDA is used to
measure performance as management believes that such information is most
relevant in evaluating the results of the reportable segments.
The Group has restated previously reported segment information to align with
the information that is now regularly reported to the CODM.
A reconciliation of revenue to Adjusted EBITDA on a reportable segment and at
a Group level to Profit before Tax is set out below:
Year ended 31 December 2024 DA&I: DA&I: Corporate Total
Healthcare Non-
Healthcare £m
£m £m £m
Revenue 109.4 176.1 - 285.5
Operating costs (48.5) (117.9) (2.3) (168.7)
Adjusted EBITDA 60.9 58.2 (2.3) 116.8
Share-based payments charge (24.1)
Restructuring and refinancing costs (5.3)
Acquisition and integration costs (4.0)
Costs relating to share-based payment schemes (0.3)
Revaluation loss on short- and long-term derivatives (1.7)
Unrealised operating foreign exchange gain 0.3
Amortisation of acquired intangibles (8.9)
Amortisation (excluding amortisation of acquired intangible assets) (1.9)
Depreciation (5.8)
Finance costs (10.2)
Profit before tax 54.9
Year ended 31 December 2023 (restated*) DA&I: DA&I: Corporate Total
Healthcare Non-
Healthcare £m
£m £m £m
Revenue 102.6 170.5 - 273.1
Operating costs (45.7) (114.6) (2.0) (162.3)
Adjusted EBITDA 56.9 55.9 (2.0) 110.8
Share-based payments charge (19.4)
Restructuring and refinancing costs (1.7)
Acquisition and integration costs (1.3)
Costs relating to share-based payment schemes (0.2)
Revaluation gain on short- and long-term derivatives 0.8
Unrealised operating foreign exchange gain 1.5
Amortisation of acquired intangibles (9.0)
Amortisation (excluding amortisation of acquired intangible assets) (1.6)
Depreciation (6.2)
Finance costs (32.2)
Profit before tax 41.5
*Comparative information has been restated, as required by IFRS 8: Operating
Segments, to provide segmental disclosures in line with year ended 31 December
2024.
Segment assets and liabilities are not presented as these are not reported to
the CODM.
Geographical analysis
Our primary geographical markets are serviced by our global sales teams which
are organised as Europe, US and Asia Pacific by virtue of the team location.
The below disaggregated revenue is derived from the geographical location of
our customers rather than the team structure the Group is organised by. The
geographical analysis is calculated based on sales order data apportioned over
the Group's revenue for each financial period.
From continuing operations
Year ended 31 December 2024 UK Europe Americas(1) Asia Pacific MENA(2) Rest of World Total
£m £m £m £m £m £m £m
Revenue from external customers 44.3 78.2 104.0 27.7 22.2 9.1 285.5
Year ended 31 December 2023 UK Europe Americas(1) Asia Pacific MENA(2) Rest of World Total
£m £m £m £m £m £m £m
Revenue from external customers 43.4 73.9 99.1 27.9 20.4 8.4 273.1
1. Americas includes revenue from the United States of America of
£98.9m (2023: £95.8m)
2. Middle East & North Africa
Intangible assets held in the US and Canada were £67.6m (2023: £35.1m), of
which £46.7m related to goodwill (2023: £31.6m). Intangible assets held in
the UAE were £11.4m (2023: £12.1m) of which £11.4m related to goodwill
(2023: £11.4m). All other non-current assets are held in the UK. The largest
customer represented less than 2% of the Group's consolidated revenue.
4. Revenue
The Group generates revenue from services provided over a period of time such
as recurring subscriptions and other services which are deliverable at a point
in time such as reports, events and custom research.
Subscription income for online services, data and analytics (typically 12
months) is normally invoiced at the beginning of the services and is therefore
recognised as a contract liability, "deferred revenue", in the statement of
financial position. Revenue is recognised evenly over the period of the
contractual term as the performance obligations are satisfied evenly over the
term of subscription.
The revenue on services delivered at a point in time is recognised when our
contractual obligation is satisfied, such as delivery of a static report or
delivery of an event. The obligation on these types of contracts is a discrete
obligation, which once met satisfies the Group performance obligation under
the terms of the contract.
Any invoiced contracted amounts which are still subject to performance
obligations and where the payment has been received or is contractually due
are recognised within deferred revenue at the statement of financial position
date. Typically, the Group receives settlement of cash at the start of each
contract and standard terms are zero days. Similarly, if the Group satisfies a
performance obligation before it receives the consideration or is
contractually due the Group recognises a contract asset within accrued income
in the statement of financial position.
Revenue recognised in the Consolidated Income Statement Deferred Revenue recognised within the Consolidated Statement of Financial
Position
Year ended 31 December 2024 Year ended 31 December 2023 As at 31 December 2024 As at 31 December 2023
Restated*
£m £m £m £m
Services transferred:
Over a period of time 215.2 210.7 101.6 89.5
At a point in time 70.3 62.4 13.0 15.1
Total 285.5 273.1 114.6 104.6
*Management have identified that £4.6m of revenue previously classified as
services transferred over a period of time, should have been reported as
services transferred at a point in time, as such the prior year comparatives
have been restated to reflect this change.
As subscriptions are typically for periods of 12 months the majority of
deferred revenue held at 31 December will be recognised in the income
statement in the following year. As at 31 December 2024, £1.7m (2023: £2.0m)
of the deferred revenue balance will be recognised beyond the next 12 months
and therefore has been presented within non-current liabilities within the
Consolidated Statement of Financial Position as at 31 December 2024. In the
year ended 31 December 2024 the Group recognised revenue of £102.6m (2023:
£102.9m) that was included in the deferred revenue balance at the beginning
of the period. The opening deferred revenue balance as at 1 January 2023 was
£104.0m.
As at 31 December 2024, the total non-cancellable obligations within deferred
revenue to fulfil revenue amounted to £114.6m (2023: £104.6m). As at the
same date, the total non-cancellable obligations within Invoiced Forward
Revenue to fulfil revenue amounted to £145.3m (2023: £135.2m).
In instances where the Group enters into transactions involving a range of the
Group's services, for example a subscription and custom research, the total
transaction price for a contract is allocated amongst the various performance
obligations based on their relative stand-alone selling prices.
5. Operating profit
Operating profit is stated after the following expenses relating to continuing
operations:
Year ended Year ended
31 December 2024 31 December 2023
£m £m
Cost of sales 136.6 132.0
Administrative costs 83.4 65.7
220.0 197.7
Losses on trade receivables 1.0 2.3
Total operating expenses 221.0 200.0
Cost of sales includes all directly attributable costs of sale including
product, consulting and sales costs. Administrative costs includes all other
costs of operations.
6. Adjusting items
Year ended Year ended
31 December 2024 31 December 2023
£m £m
Share-based payment charge 24.1 19.4
Amortisation of acquired intangibles 8.9 9.0
Restructuring and refinancing costs 5.3 1.7
Acquisition and integration costs 4.0 1.3
Costs relating to share-based payments scheme 0.3 0.2
Revaluation loss/ (gain) on short and long-term derivatives 1.7 (0.8)
Unrealised operating foreign exchange gain (0.3) (1.5)
Total adjusting items 44.0 29.3
The adjustments made are as follows:
· The share-based payments charge is in relation to the
share-based compensation plans (detailed in note 12) under which the entity
receives services from employees as consideration for equity instruments
(options) of the Group. The fair value of the employee services received in
exchange for the grant of the options and awards is recognised as an expense
in the income statement. The total amount to be expensed is determined by
reference to the fair value of the options granted. The original fair value on
grant date is charged to the income statement based upon the Monte-Carlo
method. Following modification on 30 November 2022, an additional charge for
the beneficial modification was determined by the Black-Scholes method.
· The amortisation charge for those intangible assets
recognised on business combinations.
· Restructuring costs totalling £4.5m have been recognised
within the Group, which have principally arisen as a result of the
pre-completion steps required to restructure the Group ahead of the Inflexion
investment in the Healthcare business. The Group has also incurred £0.8m of
legal fees in relation to the arrangement of the new loan facilities which
were drawn down upon during December 2024.
· Acquisition and integration costs includes legal and
professional fees and integration related expenses incurred in relation to
acquisitions made by the Group during the year (see note 13). Included within
this category are contingent consideration amounts relating to payments due to
the previous owners of MBI, TS Lombard and LinkUp between 2024 and 2025. These
have been treated as remuneration costs due to their being contingent upon the
former owners remaining as employees of the Group at the time of payment.
· Costs relating to share-based payments scheme consist of
employer taxes borne as a result of the vesting of options during the year,
and professional fees incurred in advice obtained relating to the
consolidation and subdivision of share capital.
· The revaluation of short and long-term derivatives relates to
movement in the fair value of the short and long-term derivatives.
· Unrealised operating foreign exchange gains and losses
relate to non-cash exchange losses and gains made on operating items.
7. Net finance costs
Year ended 31 December Year ended 31 December
2024 2023
£m £m
Loan interest cost 13.6 28.6
Lease interest cost 1.1 1.1
Revaluation of interest rate swap (2.8) 2.8
Other interest cost - 0.1
Other interest income (1.7) (0.4)
10.2 32.2
Loan interest cost includes non-cash interest relating to financial
liabilities measured at amortised cost of £1.4m (2023: 5.1m). The higher
charge in the prior year reflected the change in anticipated cash flows on the
previously held term loan. The Group fully repaid the loan upon completion of
the investment agreement with Inflexion in June 2024. As a result of the
change in anticipated cash flows as at 31 December 2023, the Group recognised
a non-cash interest expense of £3.4m in the year ended 31 December 2023 in
accordance with IFRS 9, which requires that any revisions to the estimate of
payments, should be adjusted against the amortised cost of a financial
liability by recalculating the present value of the estimated future cash
flows, discounted at the financial instrument's original effective interest
rate.
The Group discontinued hedge accounting for the interest rate swap during the
year ended 31 December 2023 as the hedged items (future interest repayments)
were no longer probable or expected to occur, therefore all gains and losses
in relation to the swap have been recognised within the income statement
during the year ended 31 December 2024.
8. Earnings per share
The calculation of the basic earnings per share is based on the earnings
attributable to ordinary shareholders of the parent company divided by the
weighted average number of shares in issue during the period. The Group also
has a share options scheme in place and therefore the Group has calculated the
dilutive effect of these options.
The earnings per share presented below is based upon the post-reorganisation
share structure:
Year ended Year ended
31 December 2024 31 December 2023
Earnings per share attributable to equity holders from continuing operations:
Basic
Profit for the period attributable to equity shareholders (£m) 36.5 30.8
Less: non-controlling interest (£m) (6.9) -
Profit for the period attributable to ordinary shareholders of the parent 29.6 30.8
company (£m)
Weighted average number of shares (no' m) 789.1 807.1
Basic earnings per share (pence) 3.8 3.8
Diluted
Profit for the period attributable to equity shareholders (£m) 36.5 30.8
Less: non-controlling interest (£m) (6.9) -
Profit for the period attributable to ordinary shareholders of the parent 29.6 30.8
company (£m)
Weighted average number of shares (no' m) 799.4 818.2
Diluted earnings per share (pence) 3.7 3.8
Reconciliation of basic weighted average number of shares to the diluted
weighted average number of shares:
Year ended Year ended
31 December 2024 31 December 2023
No' m No' m
Basic weighted average number of shares, net of shares held in treasury 789.1 807.1
reserve
Dilutive share options in issue - scheme 1 1.2 4.5
Dilutive share options in issue - scheme 2 6.5 6.6
Dilutive share options in issue - scheme 4 2.6 -
Diluted weighted average number of shares 799.4 818.2
The diluted earnings per share calculation does not include
performance-related share options where the performance criteria had not been
met in the period, in accordance with IAS 33. The table below shows the number
of share options which could become dilutive should future performance
criteria be met. It excludes 9,101,504 options which are anticipated to vest
in the year ended 31 December 2025 as these are included in the diluted
weighted average number of shares calculation above given the performance
criteria for these options has been met.
Potentially dilutive shares 2026 2027 Total
Schedule No. No. No.
Scheme 2 6,250,000 6,250,000 12,500,000
Scheme 4 5,023,015 17,580,553 22,603,568
Total 11,273,015 23,830,553 35,103,568
9. Intangible assets
AUC* Software Customer relationships Brands IP rights and database Goodwill Total
£m £m £m £m £m £m £m
Cost
As at 1 January 2023 - 15.4 65.3 26.2 77.9 322.0 506.8
Additions: Internally developed 0.2 2.3 - - - - 2.5
Additions: Separately acquired - 0.7 - 0.1 - - 0.8
As at 31 December 2023 0.2 18.4 65.3 26.3 77.9 322.0 510.1
Additions: Business combinations - 1.7 26.3 9.4 8.9 46.1 92.4
Additions: Internally developed 4.9 - - - - - 4.9
Additions: Separately acquired - 0.4 - 0.2 - - 0.6
Transfer AUC to software (0.5) 0.5 - - - - -
FX on retranslation - 0.1 - - - - 0.1
Disposals - (0.1) - - - - (0.1)
As at 31 December 2024 4.6 21.0 91.6 35.9 86.8 368.1 608.0
Amortisation
As at 1 January 2023 - (12.9) (37.8) (12.2) (52.9) (10.9) (126.7)
Charge for the year - (1.6) (4.7) (1.2) (3.1) - (10.6)
As at 31 December 2023 - (14.5) (42.5) (13.4) (56.0) (10.9) (137.3)
Additions: Business combinations - (1.1) - - - - (1.1)
Charge for the year - (1.9) (4.4) (1.3) (3.2) - (10.8)
Disposals - 0.1 - - - - 0.1
As at 31 December 2024 - (17.4) (46.9) (14.7) (59.2) (10.9) (149.1)
Net book value
As at 31 December 2024 4.6 3.6 44.7 21.2 27.6 357.2 458.9
As at 31 December 2023 0.2 3.9 22.8 12.9 21.9 311.1 372.8
*AUC: Assets under construction which will be transferred to software post
development.
10. Borrowings
31 December 2023 31 December
£m 2022
£m
Short-term lease liabilities 4.0 4.3
Current liabilities 4.0 4.3
Long-term lease liabilities 22.1 21.4
Long-term borrowings 40.4 263.7
Non-current liabilities 62.5 285.1
The changes in the Group's borrowings can be classified as follows:
Long-term lease liabilities(1) Total
Short-term borrowings Long-term borrowings Short-term lease liabilities(1)
£m £m £m £m £m
As at 1 January 2023 - 283.6 5.4 24.6 313.6
Cash flows:
- Repayment - (25.0) (5.4) - (30.4)
Non-cash:
- Interest expense - 5.1 - - 5.1
- Lease additions - - 1.4 - 1.4
- Lease liabilities(2) - - 0.1 (0.4) (0.3)
- Reclassification - - 2.8 (2.8) -
As at 31 December 2023 - 263.7 4.3 21.4 289.4
Cash flows:
- Repayment - - (5.6) - (5.6)
- Drawdown of RCF (previously held facility) - 40.0 - - 40.0
- Settlement of loan - (305.0) - - (305.0)
- Drawdown of RCF (new facility) - 42.7 - - 42.7
- Loan fees paid - (2.4) - - (2.4)
Non-cash:
- Interest expense - 1.4 - - 1.4
- Lease additions - - 5.5 - 5.5
- Lease liabilities(2) - - 0.5 - 0.5
- Reclassification - - (0.7) 0.7 -
As at 31 December 2024 - 40.4 4.0 22.1 66.5
(1) Amounts are net of rental prepayments and accruals
(2) Represents lease interest, dilapidations and movement on lease liability
accruals and prepayments
Term loan and Revolving Capital Facility ('RCF')
During August 2022, the Group completed a three-year debt financing facility
comprising of a £290.0m term loan and a RCF of £120.0m. There were no fixed
periodic capital repayments, with the full balance being due for settlement
when the facilities were due to expire in August 2025. The term loan was
syndicated between 12 lenders and the RCF was syndicated between 13 lenders.
On 3 April 2023, the Group voluntarily repaid £25.0m of the term loan,
resulting in a term loan drawdown of £265.0m. As at 31 December 2023, the
Group was yet to draw down the available RCF facility of £120.0m. During
January 2024, £20.0m of the RCF was drawn down to support a share buyback and
during April 2024 a further £20.0m of the RCF was drawn down, resulting in a
total RCF drawdown of £40.0m. This total indebtedness of £305.0m was fully
repaid on 28 June 2024 as part of the completion of the sale of 40% of the
Group's Healthcare business. During the period ended 30 June 2024, the Group
recognised a non-cash interest expense of £1.3m in accordance with IFRS 9. As
a result of the extinguishment of the financial liability, as at 30 June 2024,
the Group had short and long-term external borrowings of £nil.
During the period ended 30 June 2024, interest was charged on the term loan
and RCF at a rate of 3.0% over the Sterling Overnight Index Average rate
(SONIA) and was payable at the end of each calendar quarter. The Group entered
into an interest rate swap during October 2022, with an effective date of 30
September 2022, initially based on a notional amount of £290.0m, which
matched against the initial term loan drawdown. The notional amount of the
swap was amended to £265.0m on 3 April 2023 (the same date as the voluntary
repayment noted above), which aligned to the term loan draw down at the time
of settlement. The agreement was to swap, on a calendar quarter basis, SONIA
for a fixed rate of 4.9125%. The swap arrangement was terminated on 24 June
2024 to coincide with the full repayment of the term loan.
RCF and Acquisition and Capex Facility ('ACF')
On 18 December 2024, the Group completed on two new three-year debt financing
facilities to give the Group additional funding to support the long-term
growth of the business, including M&A. The details of the facilities are
as follows:
Healthcare Facility Non-Healthcare Facility
Date of agreement 18 December 2024
Term of agreement 3 years with 1 year extension option.
Type of facility Multi-currency RCF and ACF.
Lenders in syndicate 8 lenders.
Fixed repayments None, full drawn down balance repayable at date of termination of agreement.
Available facility £130.0m RCF and £70.0m ACF. As at 31 December 2024, one member of the £135.0m RCF and £50.0m ACF. As at 31 December 2024, one member of the
syndicate was outstanding to commit to the facility, resulting in the total syndicate was outstanding to commit to the facility, with the total available
available from the committed 7 lenders as at 31 December 2024 being £114.8m from the committed 7 lenders as at 31 December 2024 being £119.2m RCF and
RCF and £61.8m ACF, totalling £176.6m. The final syndicate member joined the £44.2m ACF, totalling £163.4m. The final syndicate member joined the
facility on 31 January 2025 therefore the full facility of £130.0m RCF and facility on 31 January 2025 therefore the full facility of £135.0m RCF and
£70.0m ACF became available to draw down upon on this date. £50.0m ACF became available to draw down upon on this date.
Interest payable on drawn element Agreed margin based upon covenant test result (currently 2.25%) plus Sterling
Overnight Index Average rate (SONIA) to be paid at the end of each calendar
quarter (beginning 31 March 2025).
Interest payable on undrawn element 0.35% of margin on drawn element.
Total drawdown at 31 December 2024 £37.0m, drawn down on 19 December 2024. £7.5m, drawn down on 30 December 2024.
11. Equity
Share capital
Authorised, allotted, called up and fully paid:
31 December 2024 31 December 2023
No'000s Percentage of Total Shares £000s No'000s Percentage of Total Shares £000s
Ordinary shares at 1 January (£0.0001) 845,028 84 845,028 84
Cancellation of shares: share buyback programme (14,133) (1) - -
Ordinary shares at 31 December (£0.0001) 830,895 99.99 83 845,028 99.99 84
Deferred shares of £1.00 each 100 0.01 100 100 0.01 100
Total authorised, allotted, called up and fully paid 830,995 100 183 845,128 100.00 184
Share Purchases
During the year the Group's Employee Benefit Trust purchased an aggregate
amount of 24,689,068 shares (representing 3.0% of the total share capital),
each with a nominal value of 1/100(th) pence, at a total market value of
£52.5m. The purchased shares will be held for the purpose of satisfying the
exercise of share options under the Company's Employee Share Option Plan.
During the year, a total of 9,692,168 shares (representing 1.2% of the total
share capital), each with a nominal value of 1/100(th) pence, which were held
by the Group's Employee Benefit Trust were utilised as a result of the vesting
of the final tranche of Scheme 1 share options (at a total market value of
£18.1m), as disclosed in note 12.
The maximum number of shares (each with a nominal value of 1/100(th) pence)
held by the Employee Benefit Trust (at any time during the year ended 31
December 2024) was 52,882,459 (representing 6.4% of the total share capital).
The purchase of shares by the trust is to limit the eventual dilution to
existing shareholders. As at 31 December 2024, no dilution is currently
forecast.
Vesting Schedule 2025 No. 2026 No. 2027 No. Total No.
Scheme 1* 603,625 603,625 - 1,207,250
Scheme 2** 6,500,711 6,250,000 6,250,000 19,000,711
Scheme 4 2,600,793 5,023,015 17,580,554 25,204,362
Total 9,705,129 11,876,640 23,830,554 45,412,323
Shares held in trust (9,705,129) (11,876,640) (23,830,554) (45,412,323)
Net dilution 0 0 0 0
*The remaining share options in Scheme 1 can be exercised anytime until August
2033 and therefore for the purposes of this analysis we have assumed they will
be exercised within the next two years.
**It has been assumed that 250,711 unexercised share options that vested on 7
March 2024 with respect to the Scheme 2 2023 performance period will be
exercised during 2025.
Share Purchases for Cancellation
On 31 July 2024, the Group announced a return of surplus capital
of £10.0m to shareholders, implemented through a share buyback programme
of the Group's ordinary shares, which was completed on 5 September 2024. On
23 September 2024, the Group announced an additional return of surplus capital
of £20.0m to shareholders, which was implemented in the same way as the
initial £10m. As at 31 December 2024, the total value of shares bought back
and cancelled was £29.3m. The final £0.7m was purchased and cancelled in
January 2025, thereby completing the second tranche of the buyback programmes.
The purpose of the share buyback programmes was to return surplus capital to
shareholders and reduce the Group's share capital. As such, all ordinary
shares repurchased by the Group under the share buyback programmes were
cancelled.
Capital management
The Group's capital management objectives are:
· To ensure the Group's ability to continue as a going concern; and
· To fund future growth and provide an adequate return to
shareholders and, when appropriate, distribute dividends.
The capital structure of the Group consists of net bank debt, which includes
borrowings (note 10) and cash and cash equivalents, and equity.
The Company has two classes of shares. The ordinary shares carry no right to
fixed income and each share carries the right to one vote at general meetings
of the Company.
The deferred shares do not confer upon the holders the right to receive any
dividend, distribution or other participation in the profits of the Company.
The deferred shares do not entitle the holders to receive notice of or to
attend and speak or vote at any general meeting of the Company. On
distribution of assets on liquidation or otherwise, the surplus assets of the
Company remaining after payments of its liabilities shall be applied first in
repaying to holders of the deferred shares the nominal amounts and any
premiums paid up or credited as paid up on such shares, and second the balance
of such assets shall belong to and be distributed among the holders of the
ordinary shares in proportion to the nominal amounts paid up on the ordinary
shares held by them respectively.
There are no specific restrictions on the size of a holding nor on the
transfer of shares, which are both governed by the general provisions of the
Articles of Association and prevailing legislation. The Directors are not
aware of any agreements between holders of the Company's shares that may
result in restrictions on the transfer of securities or on voting rights.
No person has any special rights of control over the Company's share capital
and all its issued shares are fully paid.
With regard to the appointment and replacement of Directors, the Company is
governed by its Articles of Association, the Companies Act and related
legislation. The Articles themselves may be amended by special resolution of
the shareholders. The powers of Directors are described in the Board Terms of
Reference, copies of which are available on request.
Dividends
The final dividend for 2023 was 3.2 pence per share and was paid in April
2024. The total dividend for the current year is 2.5 pence per share, with an
interim dividend of 1.5 pence per share paid on 4 October 2024 to shareholders
on the register at the close of business on 6 September 2024, and a final
dividend of 1.0 pence per share will be paid on 2 May 2025 to shareholders on
the register at the close of business on 21 March 2025. The ex-dividend date
will be on 20 March 2025.
Treasury reserve
The treasury reserve represents the cost of shares held in the Group's
Employee Benefit Trust for the purpose of satisfying the exercise of share
options under the Company's Employee Share Option Plan.
Cash flow hedge reserve
The cash flow hedge reserve contains the fair valuation movements arising from
revaluation of interest rate swaps. Changes in fair value of derivative
financial instruments that are designated, and effective, cash flow hedges of
forecast transactions are recognised in other comprehensive income and
accumulated under the heading of cash flow hedge reserve, limited to the
cumulative change in fair value of the hedged item from inception of the
hedge. The gain or loss relating to the ineffective portion is recognised
immediately in profit or loss. The cumulative amount recognised in other
comprehensive income and accumulated in equity is reclassified into the
consolidated income statement out of other comprehensive income in the same
period when the hedged item is recognised in profit or loss.
The disclosures above are for both the Group and the Company.
Non-controlling interest
The put option in relation to the sale of 40% of the Group's Healthcare
business was exercised on 4 June 2024. At this point the sale had been
committed to, and legal completion followed shortly afterwards on 28 June
2024, with the Group receiving gross cash proceeds of £451.4m, of which
£8.0m was recognised as a related party loan due to Monument Bidco Limited
(an Inflexion investment company) at the point of completion which was
capitalised during December 2024. As a result of this sale, in line with the
provisions of IFRS 10: Consolidated Financial Statements, the Group has
recognised non-controlling interest (NCI) within equity which represents 40%
of the Healthcare business sub-group's statement of financial position as at
the date of recognition of NCI which has been determined as 4 June 2024, being
the date the put option was exercised.
Since initial recognition of NCI on 4 June 2024, the following has been
allocated to NCI:
· 40% of the Healthcare business sub-group's profit after tax;
· 40% of the Healthcare business sub-group's tax entries which have
been recognised directly in reserves;
· 40% of the movement on the Healthcare sub-group's share-based
payment reserve; and
· 40% of the movement on the Healthcare sub-group's foreign currency
translation reserve.
Legal and professional transaction fees incurred by the Group in relation to
this sale of NCI have been recognised directly in equity within the Group's
Statement of Changes in Equity given they are linked to an equity transaction.
For the year ended 31 December 2024 these fees totalled £30.6m.
Summarised financial information in respect of the Group's non-controlling
interest is set out below, as at 31 December 2024 the non-controlling interest
represents 40% non-controlling interest in the Group's Healthcare business:
31 December 2024
£m
Statement of Financial Position Summary:
Non-current assets 76.1
Current assets 62.7
Current liabilities (59.9)
Non-current liabilities (36.1)
Equity attributable to owners of the Company 42.8
Non-controlling interest 17.1
Year ended
31 December 2024
£m
Income Statement Summary:
Revenue 63.3
Profit after tax 17.3
Other comprehensive income 2.0
Total comprehensive income 19.3
Total comprehensive income - non controlling interest 7.7
Statement of Cash Flows Summary:
Cash flows used in operating activities (10.5)
Cash flows used in investing activities (18.7)
Cash flows from financing activities 27.3
Total cash flows (1.9)
Other reserve
Other reserve consists of a reserve created upon the reverse acquisition of
TMN Group Plc in 2009.
Foreign currency translation reserve
The foreign currency translation reserve contains the translation differences
that arise upon translating the results of subsidiaries with a functional
currency other than Sterling. Such exchange differences are recognised in the
income statement in the period in which a foreign operation is disposed of.
12. Share-based payments
Scheme 1 - fully vested and closed to new participants
The Group created a share option scheme during the year ended 31 December 2010
and granted the first options under the scheme on 1 January 2011 to certain
senior employees. Each option granted converts to one ordinary share on
exercise. A participant may exercise their options subject to employment
conditions and Adjusted EBITDA targets being met. For these options to be
exercised the Group's earnings before interest, taxation, depreciation and
amortisation, as adjusted by the Remuneration Committee for significant or
one-off occurrences, must exceed certain targets. The fair values of options
granted were determined using the Black-Scholes model. The inputs used in the
model were:
· share price at date of grant;
· exercise price;
· time to maturity;
· annual risk-free interest rate; and
· annualised volatility.
Each of the awards were subject to vesting criteria set by the Remuneration
Committee. As disclosed in the 2021 Annual Report and Accounts, the final
vesting target of £52m Adjusted EBITDA (excluding the impact of IFRS16) was
met in the financial year ending 31 December 2021 and therefore the final
tranche of Scheme 1 options vested during 2022. Scheme 1 is now therefore
closed.
The total charge recognised for the scheme during the 12 months to 31 December
2024 was £nil (2023: £nil).
The Remuneration Committee approved the vesting of the final tranche of Scheme
1 on 11 August 2022. The awards of the scheme were settled with ordinary
shares of the Company. Whilst the majority of participants chose to exercise
their options during the year ended 31 December 2022, holders of the remaining
14.3m options (post share reorganisation) chose to defer their exercise, as
allowable under the scheme rules. During the year ended 31 December 2023, 9.8m
of these options were exercised, resulting in 4.5m deferred options as at 31
December 2023. During the year ended 31 December 2024, 3.3m of the deferred
options were exercised.
Reconciliation of movement in the number of options is provided below. No new
grants were awarded during 2024.
Option exercise price Remaining life Number of
(pence) options
(years)
31 December 2023 1/100th 0.0 4,461,611
Exercised 1/100th N/A (3,254,361)
31 December 2024 1/100th 0.0 1,207,250
The options carried forward as at 31 December 2024 are both outstanding and
exercisable. The maximum term of the remaining options outstanding is 9 years,
ending in August 2033.
Scheme 2 - 2019 scheme
The following assumptions were used in the valuation:
Award tranche Award 1 Award 2 Award 3 Award 5 Award 7 Award 8 Award 9
Grant date 31/10/19 07/05/20 25/05/20 22/09/20 23/03/21 31/01/23 22/01/24
Expected dividend yield 3.06% 3.06% 3.06% 3.06% 3.06% 3.57% Note 1
Volatility 26.87% 26.87% 26.87% 26.87% 26.87% 28.62% Note 1
Initial share price (pre capital reorganisation) £12.25 £12.25 £12.25 £12.25 £12.25 £12.55 Note 1
Initial share price (post capital reorganisation) £1.72 £1.72 £1.72 £1.72 £1.72 £1.76 Note 1
Group achieves £100m EBITDA by 1 March 2024 25% vest 25% vest 25% vest 25% vest 25% vest 25% vest 100% vest
Fair value (pre capital reorganisation) £11.79 £11.79 £11.79 £11.79 £11.79 £12.07 £14.00
Fair value (post capital reorganisation) £1.65 £1.65 £1.65 £1.65 £1.65 £1.69 £1.96
Risk-free interest rate 3.17% 3.17% 3.17% 3.17% 3.17% 3.24% Note 1
Estimated forfeiture rate 0% 0% 0% 0% 0% 0% 0%
Remaining contractual life N/A N/A N/A N/A N/A N/A N/A
Group achieves £110m EBITDA by 1 March 2025 25% vest 25% vest 25% vest 25% vest 25% vest 25% vest N/A
Fair value (pre capital reorganisation) £11.43 £11.43 £11.43 £11.43 £11.43 £11.65 N/A
Fair value (post capital reorganisation) £1.60 £1.60 £1.60 £1.60 £1.60 £1.63 N/A
Risk-free interest rate 3.24% 3.24% 3.24% 3.24% 3.24% 3.32% N/A
Estimated forfeiture rate 0% 0% 0% 0% 0% 0% N/A
Remaining contractual life 0.17 0.17 0.17 0.17 0.17 0.17 N/A
Group achieves £125m EBITDA by 1 March 2026 25% vest 25% vest 25% vest 25% vest 25% vest 25% vest N/A
Fair value (pre capital reorganisation) £11.09 £11.09 £11.09 £11.09 £11.09 £11.24 N/A
Fair value (post capital reorganisation) £1.55 £1.55 £1.55 £1.55 £1.55 £1.57 N/A
Risk-free interest rate 3.20% 3.20% 3.20% 3.20% 3.20% 3.12% N/A
Estimated forfeiture rate 5% 5% 5% 5% 5% 4% N/A
Remaining contractual life 1.17 1.17 1.17 1.17 1.17 1.17 N/A
Group achieves £145m EBITDA by 1 March 2027 25% vest 25% vest 25% vest 25% vest 25% vest 25% vest N/A
Fair value (pre capital reorganisation) £10.76 £10.76 £10.76 £10.76 £10.76 £10.85 N/A
Fair value (post capital reorganisation) £1.51 £1.51 £1.51 £1.51 £1.51 £1.52 N/A
Risk-free interest rate 3.24% 3.24% 3.24% 3.24% 3.24% 3.21% N/A
Estimated forfeiture rate 9% 9% 9% 9% 9% 4% N/A
Remaining contractual life 2.17 2.17 2.17 2.17 2.17 2.17 N/A
Note 1: Award 9 was granted and exercised almost immediately therefore the
fair value at grant date was calculated as being equal to the share price at
the date of award.
Awards 4 and 6 have been fully forfeited. Award 9 was granted with 100% of the
options vesting in 2024. For all options noted within the table above, the
exercise price per option is £0.0001 (equivalent to 1/100(th) pence) and the
expected dividend yield has been assumed to be paid throughout the performance
period. The volatility used within the calculations was determined by
calculating the Group's observed historical volatility over a period equal to
the time until the end of the assumed maturity date.
The estimated forfeiture rate assumption is based upon Management's
expectation of the number of options that will lapse over the vesting period
and are reviewed annually. Management believes the current assumptions to be
reasonable.
The total charge recognised for the scheme during the 12 months to 31 December
2024 was £12.6m (2023: £13.6m). The awards of the scheme will be settled
with ordinary shares of the Company.
Reconciliation of movement in the number of options in Scheme 2 is provided
below.
Option exercise price Remaining life Number of
(pence) options
(years)
31 December 2023 1/100th 1.7 26,499,998
Granted 1/100th N/A 63,529
Exercised 1/100th N/A (6,437,816)
Forfeited 1/100th N/A (1,125,000)
31 December 2024 1/100th 1.2 19,000,711
The options carried forward as at 31 December 2024 are both outstanding and
exercisable.
Scheme 4 - 2021 scheme
The following assumptions were used in the valuation:
Award tranche Award 1 Award 2 Award 3 Award 4 Award 5
Grant date 07/03/22 31/01/23 23/05/23 22/01/2024 21/05/2024
Expected dividend yield 3.06% 3.57% 3.34% 1.60% 1.04%
Volatility 26.87% 28.62% 29.40% 28.25% 29.14%
Initial share price (pre capital reorganisation) £12.25 £12.55 £13.10 £13.93 £16.14
Initial share price (post capital reorganisation) £1.72 £1.76 £1.83 £1.95 £2.26
Group achieves £110m EBITDA by 1 March 2025 10% vest 10% vest 10% vest 10% vest 10% vest
Fair value (pre capital reorganisation) £11.43 £11.65 £12.35 £13.68 £16.01
Fair value (post capital reorganisation) £1.60 £1.63 £1.73 £1.92 £2.24
Risk-free interest rate 3.24% 3.32% 4.10% 4.72% 4.74%
Estimated forfeiture rate 0% 0% 0% 0% 0%
Remaining contractual life 0.17 0.17 0.17 0.17 0.17
Group achieves £125m EBITDA by 1 March 2026 20% vest 20% vest 20% vest 20% vest 20% vest
Fair value (pre capital reorganisation) £11.09 £11.24 £11.94 £11.94 £11.94
Fair value (post capital reorganisation) £1.55 £1.57 £1.67 £1.67 £1.67
Risk-free interest rate 3.20% 3.12% 4.02% 4.17% 4.27%
Estimated forfeiture rate 9% 8% 8% 8% 0%
Remaining contractual life 1.17 1.17 1.17 1.17 1.17
Group achieves £145m EBITDA by 1 March 2027 70% vest 70% vest 70% vest 70% vest 70% vest
Fair value (pre capital reorganisation) £10.76 £10.85 £11.55 £11.55 £11.55
Fair value (post capital reorganisation) £1.51 £1.52 £1.62 £1.62 £1.62
Risk-free interest rate 3.24% 3.21% 3.97% 3.87% 4.07%
Estimated forfeiture rate 16% 8% 8% 8% 0%
Remaining contractual life 2.17 2.17 2.17 2.17 2.17
For all options noted within the table above, the exercise price per option is
£0.0001 (equivalent to 1/100(th) pence) and the expected dividend yield has
been assumed to be paid throughout the performance period. The volatility used
within the calculations was determined by calculating the Group's observed
historical volatility over a period equal to the time until the end of the
assumed maturity date.
The estimated forfeiture rate assumption is based upon management's
expectation of the number of options that will lapse over the vesting period
and are reviewed annually. Management believes the current assumptions to be
reasonable.
The total charge recognised for the scheme during the 12 months to 31 December
2024 was £11.5m (2023: £5.8m). The awards of the scheme will be settled with
ordinary shares of the Company.
Reconciliation of movement in the number of options in Scheme 4 is provided
below.
Option exercise price Remaining life Number of
(pence) options
(years)
31 December 2023 1/100th 2.8 19,642,763
Granted 1/100th N/A 6,829,456
Forfeited 1/100th N/A (1,267,857)
31 December 2024 1/100th 1.8 25,204,362
The options carried forward as at 31 December 2024 are both outstanding and
exercisable.
Vesting of options
As a result of options from Schemes 1 and 2 vesting during the year, £17.3m
was transferred from the Group's treasury reserve to retained earnings of
which £18.1m is distributable. The weighted average price of the exercised
options at the date of exercise was £1.86 per share.
13. Acquisitions
Business Trade Media International Limited
On 31 July 2024 the Group acquired 100% of the share capital of Business Trade
Media International Limited ("BTMI") for cash consideration of £6.3m. The
bolt-on acquisition adds a number of established digital media and industry
news brands, which align to our sector coverage, and brings an additional
annual digital audience of 4m business leaders and decision-makers and will
help accelerate the GlobalData 'Curve' Strategy.
The amounts recognised for each class of assets and liabilities at the
acquisition date were as follows:
Carrying value Fair value adjustments Fair value
£m £m £m
Intangible assets consisting of:
Customer relationships - 2.0 2.0
Trade names - 1.9 1.9
Database - 0.4 0.4
Net assets acquired consisting of:
Goodwill 1.1 (1.1) -
Trade and other receivables 1.3 - 1.3
Trade and other payables (3.6) 0.6 (3.0)
Borrowings (3.7) - (3.7)
Deferred tax - (0.2) (0.2)
Fair value of net (liabilities)/ assets acquired (4.9) 3.6 (1.3)
The goodwill recognised in relation to the acquisition is as follows:
Fair value
£m
Consideration 6.3
Less working capital adjustment (0.1)
Plus net liabilities acquired 1.3
Goodwill 7.5
At the date of acquisition, the Group settled £3.7m of the acquiree's
pre-existing borrowings, which has become an inter-company payable due back to
the Group within the statement of financial position of the acquiree. This
payment has not been treated as part of the acquisition consideration.
In line with the provision of IFRS3, fair value adjustments may be made within
the 12-month period from the date of acquisition which would result in an
adjustment to the goodwill balance reported above. The goodwill that arose on
the combination can be attributed to the assembled workforce, know-how and
research methodology. The fair values of the identified intangible assets were
calculated in line with the policies detailed within the Group's Annual Report
and Accounts for the year ended 31 December 2024. The amount of goodwill which
is expected to be deductible for tax purposes is £nil.
The Group incurred legal and professional expenses of £0.3m and a lease
termination fee of £0.6m in relation to the acquisition, both of which were
recognised in adjusting items in the income statement. In the period from the
date of acquisition to 31 December 2024, the trade of BTMI generated revenues
of £3.7m and Adjusted EBITDA of £0.8m.
JobDig, Inc (doing business as LinkUp)
On 27 October 2024 the Group acquired 100% of the share capital of JobDig Inc
(doing business as LinkUp, "LinkUp"), for cash consideration of £18.4m.
LinkUp is a leading provider of global job market data. Founded in 2007,
LinkUp delivers labour intelligence of the highest accuracy, timeliness, and
quality to leading hedge funds, financial services firms, and human capital
management organisations. This addition represents further execution against
our bolt-on acquisition strategy, adding to the Group's growing strategic
intelligence offering as well as strengthening its presence within the
financial markets audience.
A financial liability in relation to a number of contingent consideration
payments due for settlement during 2025 and 2026 to a maximum amount of $4.0m
(GBP equivalent at the date of acquisition being £3.1m) has been recognised,
and forms part of the acquisition consideration due to not being conditional
on employment. This represents the total potential payout in full based on the
agreed terms. Payment is contingent on certain volume renewal rates and
integration milestones being achieved during 2025. Future amendments to the
financial liability based upon updated assessments of fair value will be
recognised within the income statement.
In addition, there are a number of contingent consideration payments due for
settlement during 2025 and 2026 to a maximum amount of $1.0m, which are being
recognised as remuneration expenses within the income statement due to being
conditional on employment and are disclosed as an adjusting item in the income
statement.
The amounts recognised for each class of assets and liabilities at the
acquisition date were as follows:
Carrying value Fair value adjustments Fair value
£m £m £m
Intangible assets consisting of:
Customer relationships - 9.6 9.6
Database - 3.2 3.2
Trade names - 0.7 0.7
Net assets acquired consisting of:
Property, plant and equipment 1.5 - 1.5
Intangible assets 0.7 - 0.7
Cash and cash equivalents 1.6 - 1.6
Trade and other receivables 0.8 - 0.8
Trade and other payables (6.5) 0.4 (6.1)
Short and long-term lease liabilities (1.0) - (1.0)
Deferred tax - (0.7) (0.7)
Fair value of net (liabilities)/ assets acquired (2.9) 13.2 10.3
The goodwill recognised in relation to the acquisition is as follows:
Fair value
£m
Consideration 18.4
Contingent consideration, not conditional on employment 3.1
Less net assets acquired (10.3)
Goodwill 11.2
At the date of acquisition, the Group settled £3.8m of the acquiree's accrued
transaction costs, which has become an inter-company payable due back to the
Group within the statement of financial position of the acquiree. This payment
has not been treated as part of the acquisition consideration.
In line with the provision of IFRS3, fair value adjustments may be made within
the 12-month period from the date of acquisition which would result in an
adjustment to the goodwill balance reported above. The goodwill that arose on
the combination can be attributed to the assembled workforce, know-how and
research methodology. The fair values of the identified intangible assets were
calculated in line with the policies detailed within the Group's Annual Report
and Accounts for the year ended 31 December 2024. The amount of goodwill which
is expected to be deductible for tax purposes is £nil.
The Group incurred legal and professional expenses of £1.1m in relation to
the acquisition, which were recognised in adjusting items in the income
statement. In the period from the date of acquisition to 31 December 2024, the
trade of LinkUp generated revenues of £1.2m and Adjusted EBITDA of £0.1m.
Celent
On 31 December 2024 the Group acquired 100% of the trade and assets of Celent,
for cash consideration of £19.2m. Celent is a leading research and advisory
firm focused on helping technology and strategy leaders in the Financial
Services market globally. Their expert research & consulting for tech
leaders, which is deeply focused across several sub-segments within Financial
Services, creates an excellent strategic fit for the Group.
The amounts recognised for each class of assets and liabilities at the
acquisition date were as follows:
Carrying value Fair value adjustments Fair value
£m £m £m
Intangible assets consisting of:
Customer relationships - 4.6 4.6
Database - 5.4 5.4
Trade names - 1.1 1.1
Net assets acquired consisting of:
Trade and other receivables 3.6 - 3.6
Trade and other payables (5.4) 0.2 (5.2)
Deferred tax - (0.4) (0.4)
Fair value of net (liabilities)/ assets acquired (1.8) 10.9 9.1
The goodwill recognised in relation to the acquisition is as follows:
Fair value
£m
Consideration 19.2
Less net assets acquired (9.1)
Goodwill 10.1
In line with the provision of IFRS3, fair value adjustments may be made within
the 12-month period from the date of acquisition which would result in an
adjustment to the goodwill balance reported above. The goodwill that arose on
the combination can be attributed to the assembled workforce, know-how and
research methodology. The fair values of the identified intangible assets were
calculated in line with the policies detailed within the Group's Annual Report
and Accounts for the year ended 31 December 2024. The amount of goodwill which
is expected to be deductible for tax purposes is £3.9m.
The Group incurred legal and professional expenses of £0.5m in relation to
the acquisition, which were recognised in adjusting items in the income
statement. In the period from the date of acquisition to 31 December 2024, the
trade of Celent generated revenues of £nil and Adjusted EBITDA of £nil.
Deallus
On 31 December 2024 the Group acquired 100% of the share capital of Galahad
TopCo Limited, which owns the Deallus group of companies, for cash
consideration of £20.8m plus issuance of a loan note of £1.0m which has been
classified as an amount owed to related parties within the Consolidated
Statement of Financial Position. The loan note is repayable on 30 June 2025
and accrues interest at an annual rate of 12%. Deallus is a market-leading
competitive intelligence solutions provider focused on the global life
sciences sector. During its 20 years in business, Deallus has built deep
sector expertise through supporting clients in key therapy areas, including
Oncology, Neuroscience, Vaccines, Rare Diseases, Cell & Gene, and
Immunology. The combination creates the opportunity for the Group to build
deeper, more embedded relationships with major brands within the
pharmaceutical sector and creates the potential for GlobalData to deliver
more value to our clients.
The amounts recognised for each class of assets and liabilities at the
acquisition date were as follows:
Carrying value Fair value adjustments Fair value
£m £m £m
Intangible assets consisting of:
Customer relationships - 10.1 10.1
Trade names - 5.6 5.6
Net assets acquired consisting of:
Property, plant and equipment 0.4 - 0.4
Cash and cash equivalents 7.3 - 7.3
Trade and other receivables 3.9 - 3.9
Corporation tax 0.2 - 0.2
Trade and other payables (11.9) - (11.9)
Short and long-term lease liabilities (0.4) - (0.4)
Borrowings (7.0) - (7.0)
Deferred tax 0.2 (4.0) (3.8)
Fair value of net (liabilities)/ assets acquired (7.3) 11.7 4.4
The goodwill recognised in relation to the acquisition is as follows:
Fair value
£m
Consideration paid in cash 20.8
Consideration settled via issuance of related party loan note 1.0
Less net assets acquired (4.4)
Goodwill 17.4
At the date of acquisition, the Group settled £7.0m of the acquiree's
pre-existing borrowings and £5.2m of the acquiree's accrued transaction
costs, the total of £12.2m has become an inter-company payable due back to
the Group within the statement of financial position of the acquiree. These
payments have not been treated as part of the acquisition consideration.
In line with the provision of IFRS3, fair value adjustments may be made within
the 12-month period from the date of acquisition which would result in an
adjustment to the goodwill balance reported above. The goodwill that arose on
the combination can be attributed to the assembled workforce, know-how and
research methodology. The fair values of the identified intangible assets were
calculated in line with the policies detailed within the Group's Annual Report
and Accounts for the year ended 31 December 2024. The amount of goodwill which
is expected to be deductible for tax purposes is £nil.
The Group incurred legal and professional expenses of £1.2m in relation to
the acquisition, which were recognised in adjusting items in the income
statement. In the period from the date of acquisition to 31 December 2024, the
trade of Deallus generated revenues of £nil and Adjusted EBITDA of £nil.
Impact of Acquisitions
If all four of the Group's acquisitions made during the year ended 31 December
2024 had occurred on 1 January 2024, Group revenue would have been £321.8m
and Group Adjusted EBITDA would have been at £118.6m.
SiA - Strategy in Action
On 4 June 2024, one of the Group's 100% owned subsidiaries, GlobalData
Investments Limited, made an investment of 16.95% in the share capital of SIA
- Strategy in Action Limited ("SiA") for cash consideration of £4.0m. SiA is
based in the United Kingdom and is an innovative solution designed to empower
organisations to formulate and execute successful business strategies,
underpinned by a cutting-edge strategy workflow product, which is a
complimentary product offering for the Group. Management have assessed that
the Group will exercise significant influence over SiA, therefore the
investment is accounted for under the equity method. The carrying amount of
the investment has been adjusted for the Group's share of the post-acquisition
profits or losses of SiA (totalling £0.04m profit for the year ended 31
December 2024, which has been recognised in the Group's profit or loss) plus
the Group's share of the post-acquisition change in other comprehensive income
of SiA (totalling £nil for the year ended 31 December 2024, which has been
recognised within other comprehensive income of the Group).
Cash Cost of Acquisitions
The cash cost of acquisitions in 2024 comprises:
31 December 2024
£m
Presented within Operating Activities
Acquisition of TS Lombard:
Contingent consideration 0.5
0.5
31 December 2024
£m
Presented within Investing Activities
Acquisition of BTMI:
Cash consideration 6.3
Working capital adjustment (0.1)
Acquisition of Jobdig, Inc:
Cash consideration 18.4
Cash acquired (1.6)
Settlement of transaction costs (not included within 3.8
consideration)
Acquisition of Celent:
Cash consideration 19.2
Acquisition of Deallus:
Cash consideration 20.8
Cash acquired (7.3)
Settlement of transaction costs (not included within 5.2
consideration)
SIA - Strategy in Action Limited
Cash consideration 4.0
68.7
31 December 2024
£m
Presented within Financing Activities
Acquisition of BTMI: Settlement of borrowings (not included within 3.7
consideration)
Acquisition of Deallus: Settlement of borrowings (not included within 7.0
consideration)
10.7
During the year ended 31 December 2023, the Group did not make any
acquisitions, however a contingent consideration payment of £0.2m in relation
to the MBI acquisition (acquired during the year ended 31 December 2022) was
made.
Post year end acquisition of AI Palette
On 7 March 2025, the Group acquired the entire share capital of AI Palette
Pte. Ltd and its wholly owned subsidiary for a purchase price of $11.5m. AI
Palette is an AI Powered consumer insights platform offering an Innovation
Intelligence solution to the Consumer-packaged goods sector. In accordance
with IFRS3.B66, Management has not been able to estimate the fair value of
goodwill and intangible assets acquired as the acquisition occurred in close
proximity to the issuance of these financial statements. No revenues or
profits are included in the Group's results for the year ended 31 December
2024.
14. Related party transactions
The Board has put in place an additional control framework to ensure related
party transactions are well controlled and managed. Related party transactions
are overseen by a subcommittee of the Board. The Related Party Transactions
Committee, consisting of 4 Non-Executive Directors and chaired by Murray Legg
meets to:
o Oversee all related party transactions;
o Ensure transactions are in the best interests of GlobalData and its wider
stakeholders; and
o Ensure all transactions are recorded and disclosed on an arm's length
basis.
The Group has taken advantage of the exemptions contained within IAS24:
Related Party Disclosures from the requirement to disclose transactions
between Group companies as these have been eliminated on consolidation.
Related Party Transactions: Ultimate Controlling Party
Mike Danson, GlobalData's Chief Executive, owned 57.5% of the Company's
ordinary shares as at 31 December 2024 and 57.6% as at 10 March 2025 and is
therefore the Company's ultimate controlling party. Mike Danson owns a number
of other businesses, a small number of which interact with GlobalData Plc.
During the year, the following related party transactions were entered into by
the Group:
Acquisition of Business Trade Media International Limited
On 31 July 2024 we entered into a conditional agreement to acquire the entire
issued share capital of Business Trade Media International Limited reflecting
an enterprise value of £10m subject to adjustment via a customary completion
accounts mechanism. The transaction was conditional on shareholder approval as
Business Trade Media International Limited was a related party (by virtue of
being indirectly owned by Mike Danson) so had to be approved pursuant to s.190
of the Companies Act 2006. The acquisition was not a related party transaction
for the purposes of the AIM Rules due to its size. A general meeting for the
purposes of obtaining shareholder approval for the acquisition was held during
August 2024. The bolt-on acquisition adds a number of established digital
media and industry news brands, which align to our sector coverage, and brings
an additional annual digital audience of 4m business leaders and
decision-makers and will help accelerate the GlobalData 'Curve' Strategy. The
deal completed on 30 August 2024. Since acquisition, total recharges from
NSMGL in relation to Business Trade Media International Limited were £0.3m.
The transaction was overseen by the independent Related Party Committee, who
oversaw diligence and valuation work to ensure that the transaction price
reflected an arms-length valuation. The committee concluded, with the aid of a
discounted cash flow and review of comparable market transaction valuation
metrics, that the price was fair and reflected a market arms-length
transaction.
Accommodation
During the year ended 31 December 2024, related party charges to the Group in
respect of accommodation totalled £0.1m (2023: £0.03m).
Corporate support services
In 2024 net corporate support charges of £0.1m were charged from NS Media
Group Limited ("NSMGL") and net corporate support charges of £0.1 were
charged to Estel Property Investments No.3 Limited ("Estel"), both companies
are related parties by virtue of common ownership (2023: £0.1m charge from
NSMGL and £0.1m charge to Estel). In both 2024 and 2023 the corporate support
charges consisted of a share of the India management team cost, shared
software costs and recharged salary costs.
Sales distribution
NSMGL acted as a sales distributor for some GlobalData products. On these
transactions they charged agent fees of £0.02m (2023: £0.2m).
Charity donations
During the year the Group paid donations of £nil (2023: £0.04m) to charities
in India which were funded by a related party entity, The Danson Foundation
(charity reference 1121928). This was a pass-through transaction, with the
Group facilitating payment to charities in India.
Balances Outstanding
As at 31 December 2024, the total balance receivable from NSMGL was £0.002m
(2023: £nil). There is no specific credit loss provision in place in relation
to this receivable and the total expense recognised during the period in
respect of bad or doubtful debts was £nil.
Related Party Transactions: Directors and Key Management Personnel
Investment in SIA - Strategy In Action Limited
On 4 June 2024, the Group made an investment of 16.95% in the share capital of
SIA - Strategy in Action Limited ("SiA") for cash consideration of £4.0m, as
discussed further in note 13. The Group has representation on the Board and
Julien Decot is a common Non-Executive Director across both the Group and SiA.
Management have assessed that the Group will exercise significant influence
over SiA, therefore the investment is accounted for using the equity method.
The carrying amount of the investment has been adjusted for the Group's share
of the post-acquisition profits or losses of SiA (totalling £0.04m profit for
the year ended 31 December 2024, which has been recognised in the Group's
profit or loss) plus the Group's share of the post-acquisition change in other
comprehensive income of SiA (totalling £nil for the year ended 31 December
2024, which has been recognised within other comprehensive income of the
Group).
Directors and Key Management Personnel Remuneration
The remuneration of Directors is disclosed within the Directors' Remuneration
Report within the Group's Annual Report and Accounts for the year ended 31
December 2024.
Balances Outstanding
There were no balances outstanding in relation to Directors and Key Management
Personnel as at 31 December 2024 (2023: £nil).
Related Party Transactions: Inflexion Private Equity Partners LLP
Sale of 40% of Healthcare Business
Completion of the sale of 40% of the Group's Healthcare business resulted in
the Group receiving gross cash proceeds of £451.4m, of which £8.0m was
recognised as a related party loan due to Monument Bidco Limited (an Inflexion
investment company) at the point of completion which was then capitalised
during December 2024. As such, as at 31 December 2024, there were no
outstanding balances due to Monument Bidco Limited.
In relation to completion of the transaction, the Group settled fees to the
Inflexion group of companies totalling £11.4m, these have been included
within the transaction costs recognised directly in equity within the Group's
Consolidated Statement of Changes in Equity.
For the period post-completion of the transaction and ending 31 December 2024,
management fees charged from the Inflexion group of companies to the Group
totalled £0.2m (2023: £nil).
Balances Outstanding
There were no balances outstanding in relation to the Inflexion group of
companies as at 31 December 2024 (2023: £nil).
Related Party Transactions: Other Related Parties
Balances Outstanding
As at 31 December 2024, there was an outstanding loan note due to the
pre-existing management of the Deallus group of companies amounting to £1.0m,
generated as a result of the Deallus acquisition which completed on 31
December 2024 (as discussed in note 13), this is repayable on 30 June 2025 and
accrues interest at an annual rate of 12%.
15. Subsequent events
On 18 December 2024, the Group completed on two debt financing facilities
(Healthcare and Non-Healthcare), which both comprised of 8 syndicate members,
however as at 31 December 2024, one member was outstanding to commit to the
facilities. The final syndicate member joined the facility on 31 January 2025,
bringing the total available Group facility to £385.0m.
On 6 February 2025, the Group announced its proposed move to the Main Market
of the London Stock Exchange, as discussed further within the Chief
Executive's Review on page 9.
On 6 February 2025, the Group also announced an additional share buyback
programme totalling £50.0m.
On 7 March 2025, the Group acquired the entire share capital of AI Palette
Pte. Ltd for a purchase price of $11.5m. AI Palette is an AI Powered consumer
insights platform offering an Innovation Intelligence solution to the
Consumer-packaged goods sector. Further detail is given in note 13.
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