REG - GlobalData PLC - Results of General Meeting

GlobalDataAnnouncement

29/08/2025 15:30

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RNS Number : 3009X  GlobalData PLC  29 August 2025

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29 August 2025

GlobalData Plc

("GlobalData" or "the Company")

Results of General Meeting

GlobalData Plc (AIM: DATA.L), a leading provider of industry intelligence, is
pleased to announce that, at a general meeting of the Company held earlier
today (12.00pm on 29 August 2025) (the "General Meeting"), the special
resolution put to shareholders (the "Resolution") to authorise the Company to
buy-back up to 40,000,000 ordinary shares in the capital of the Company at a
price of £1.50 per share pursuant to the tender offer for up to £60 million
announced by the Company on 5 August 2025 (the "Tender Offer") was duly passed
by shareholders.

The Tender Offer closes at 1.00pm on 5 September 2025. The Company expects to
make a further announcement in respect of the results of the Tender Offer on 8
September 2025.

Voting on the Resolution proposed at the General Meeting was conducted by way
of poll. The number of votes for and against the Resolution put before the
General Meeting, as well as the number of votes withheld, were as follows:

 Resolution               Votes for    Votes for (%)  Votes against  Votes against (%)  Total votes  Votes cast as % of issued share capital  Votes withheld
 Tender Offer Resolution  623,245,554  100.00%        21,492         0.00%              623,267,046  77.28%                                   33,045

 

Notes:

1.   A 'vote withheld' is not a vote in law and is not counted in the
calculation proportion of the votes "for" or "against" a resolution.

2.   A copy of the General Meeting results will be available on the
Company's website at www.globaldata.com (http://www.globaldata.com/) .

3.   Issued share capital as at 29 August 2025 is 806,534,103 ordinary
shares of 1/100 pence each in the capital of the Company.

 

 

    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
 James Sinclair-Ford

 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

 

LEI: 2138005I669UO6PJXM24

A copy of this announcement will be available on the Company's website at
https://www.globaldata.com/. Neither the content of the Company's website, nor
the content on any website accessible from hyperlinks on its website for any
other website, is incorporated into, or forms part of, this announcement nor,
unless previously published by means of a recognised information service,
should any such content be relied upon in reaching a decision as to whether or
not to acquire, continue to hold, or dispose of, securities in the Company.

 

IMPORTANT NOTICE

This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Shares or other
securities.

The full terms and conditions of the Tender Offer are set out in the Circular,
which Shareholders are advised to read in full. Any response to the Tender
Offer should be made only on the basis of the information in the Circular.

Investec, which is authorised in the United Kingdom by the PRA and regulated
in the United Kingdom by the FCA and the PRA, is acting as Tender Offer Broker
to the Company. Panmure Liberum, which is authorised and regulated in the
United Kingdom by the FCA, is acting as Tender Offer Broker to the Company.
Each of the Tender Offer Brokers is acting exclusively for the Company and no
one else in connection with the Tender Offer. Neither of the Tender Offer
Brokers will regard any other person (whether or not a recipient of the
Circular and/or this announcement) as a client in relation to the Tender Offer
or any other matters referred to in the Circular and/or this announcement and
neither of the Tender Offer Brokers nor any of their respective affiliates,
branches or subsidiaries will be responsible to anyone other than the Company
for providing the protections afforded to their respective clients or for the
giving of advice in relation to the Tender Offer or any transaction, matter,
or arrangement referred to in the Circular and/or this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on each of the Tender Offer Brokers by FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime would be
illegal, void or unenforceable, neither of the Tender Offer Brokers nor any of
their respective affiliates, subsidiaries or branches and their respective
directors, officers, employees or advisers accepts any responsibility
whatsoever for, or makes any representation or warranty, express or implied,
as to, the contents of the Circular and/or this announcement, including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company, the Directors or
any other person, in connection with the Company and/or the Tender Offer, and
nothing in the Circular and/or this announcement should be relied upon as a
promise or representation in this respect, whether or not to the past or
future. Each of the Tender Offer Brokers and each of their respective
affiliates, subsidiaries or branches and its and their directors, officers,
employees and advisers accordingly disclaims to the fullest extent permitted
by law all and any responsibility or liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the Circular and/or this announcement or any such
statement. No representation or warranty express or implied, is made by either
of the Tender Offer Brokers or any of their respective affiliates,
subsidiaries or branches as to the accuracy, completeness, verification or
sufficiency of the information set out in the Circular and/or this
announcement, and nothing in the Circular and/or this announcement will be
relied upon as a promise or representation in this respect, whether or not to
the past or future.

Each of the Tender Offer Brokers and their respective affiliates, subsidiaries
and branches may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company and its
affiliates for which they would have received customary fees and commissions.
Each of the Tender Offer Brokers and their respective affiliates, subsidiaries
and branches may provide such services to the Company and its affiliates in
the future. In the ordinary course of their various business activities, the
Tender Offer Brokers and their respective affiliates, subsidiaries and
branches may hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and financial instruments
(which may include bank loans and/or credit default swaps) in the Company and
its respective affiliates for their own account and for the accounts of their
customers and may at any time hold long and short positions in such securities
and instruments.

Investors who participate in the Tender Offer will be deemed to have
acknowledged that: (i) they have not relied on either of the Tender Offer
Brokers or any person affiliated with either of the Tender Offer Brokers in
connection with any investigation of the accuracy of any information contained
in the Circular or their investment decision; (ii) they have relied only on
the information contained in the Circular; and (iii) no person has been
authorised to give any information or to make any representation concerning
the Company or the Tender Offer (other than as contained in the Circular) and,
if given or made, any such other information or representation should not be
relied upon as having been authorised by the Company or either of the Tender
Offer Brokers.

Forward Looking Statements

This announcement contains forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance.
They are based only on the Company's current beliefs, expectations and
assumptions regarding the future of its business, future plans and strategies,
projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, such
statements are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of
the Company's control. Our actual results and financial condition may differ
materially from those indicated in the forward-looking statements. Therefore,
you should not rely on any of these forward-looking statements.

Overseas Shareholders

The making of the Tender Offer in, or to persons who are citizens or nationals
of, or resident in, jurisdictions outside the United Kingdom or to custodians,
nominees or trustees for citizens, nationals or residents of jurisdictions
outside the United Kingdom may be prohibited or affected by the laws of the
relevant overseas jurisdiction. Shareholders who are Overseas Shareholders
should inform themselves about and observe any applicable legal requirements.
It is the responsibility of any such Shareholder wishing to tender Shares to
satisfy itself, himself or herself as to the full observance of the laws of
the relevant jurisdiction in connection therewith, including the obtaining of
any governmental, exchange control or other consents which may be required,
the compliance with other necessary formalities and the payment of any
transfer or other taxes or other requisite payments due in such jurisdiction.
Any such Shareholder will be responsible for payment of any such transfer or
other taxes or other requisite payments due by whomsoever payable and the
Tender Offer Brokers and the Company and any person acting on their behalf
shall be fully indemnified and held harmless by such Shareholder for any such
transfer or other taxes or other requisite payments such person may be
required to pay. No steps have been taken to qualify the Tender Offer or to
authorise the extending of the Tender Offer or the distribution of the
Circular or any Tender Form in any territory outside the United Kingdom.

In particular, the Tender Offer is not being made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone and
e-mail) of interstate or foreign commerce of, or any facilities of a national
securities exchange of, any Restricted Jurisdiction and the Tender Offer
cannot be accepted by any such use, means, instrumentality or facility or from
within any Restricted Jurisdiction. Accordingly, copies of the Circular, the
Tender Forms and any related documents must not be mailed or otherwise
distributed or sent in, into or from any Restricted Jurisdiction, including to
Shareholders with registered addresses in any Restricted Jurisdiction other
than the mailing by the Company of the Circular for the purposes of giving
notice of the General Meeting. Persons receiving such documents (including,
without limitation, custodians, nominees and trustees) should not distribute,
send or mail them in, into or from any Restricted Jurisdiction or use such
mails or any such means, instrumentality or facility in connection with the
Tender Offer, and so doing will render invalid any related purported
acceptance of the Tender Offer. Persons wishing to tender pursuant to the
Tender Offer must not use such mails or any such means, instrumentality or
facility for any purpose directly or indirectly relating to any tender
pursuant to the Tender Offer. Envelopes containing Tender Forms should not be
postmarked in any Restricted Jurisdiction or otherwise despatched from any
Restricted Jurisdiction and all Shareholders who wish to participate in the
Tender Offer must provide addresses outside any Restricted Jurisdiction for
the remittance of cash or for the return of Tender Forms, share certificates
and/or other documents of title.

If, in connection with making the Tender Offer, notwithstanding the
restrictions described above, any person (including, without limitation,
custodians, nominees and trustees), whether pursuant to a contractual or legal
obligation or otherwise, forwards the Circular, any personalised Tender Form
or any related documents in, into or from any Restricted Jurisdiction or uses
the mails of, or any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone and e-mail) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, any
Restricted Jurisdiction in connection with such forwarding, such persons
should (a) inform the recipient of such fact; (b) explain to the recipient
that such action may invalidate any purported acceptance by the recipient; and
(c) draw the attention of the recipient to this paragraph.

The provisions of this paragraph and any other terms of the Tender Offer
relating to Overseas Shareholders may be waived, varied or modified as regards
specific Shareholders or on a general basis by the Tender Offer Brokers in
their absolute discretion, but only if the Tender Offer Brokers are satisfied
that such waiver, variation or modification will not constitute or give rise
to a breach of applicable securities or other laws. Subject to this, the
provisions of paragraph supersede any terms of the Tender Offer inconsistent
herewith.

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company registered in
England and Wales and is subject to the disclosure requirements, rules and
practices applicable to companies listed in the UK, which differ from those of
the US in certain material respects. The Circular will be prepared in
accordance with UK style and practice for the purpose of complying with
English law and the UK Listing Rules, and US Shareholders should read the
entire Circular. The financial information relating to the Company, which is
available for review on the Company's website, has not been prepared in
accordance with generally accepted accounting principles in the US and thus
may not be comparable to financial information relating to US companies.

The Tender Offer is not subject to the disclosure and other procedural
requirements of Rule 13e-4 or Regulation 14D under the US Exchange Act. The
Tender Offer will be made in the US pursuant to Section 14(e) of, and
Regulation 14E under, the US Exchange Act, subject to the exemptions provided
by Rule 14d-1(c) thereunder and otherwise in accordance with the requirements
of the rules of the FCA. US Shareholders should note that the Shares are not
listed on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not required to,
and does not, file any reports with the SEC thereunder. The Tender Offer is
being made in the United States solely to Qualifying US Shareholders.

It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws
since the Company is located outside the US and most of its officers and
directors reside outside the US. It may not be possible to sue a non-US
company or its officers or directors in a non-US court for violations of US
federal securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US
person will be a taxable transaction for US federal income tax purposes. The
Circular will set out a guide to certain US federal income tax consequences of
the Tender Offer for US Shareholders under current US law. However, each such
US Shareholder should consult and seek tax advice from an appropriate
professional adviser.

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, the Tender Offer Brokers or any of their respective
affiliates, may make certain purchases of, or arrangements to purchase, Shares
outside the United States during the period in which the Tender Offer remains
open for participation, including sales and purchases of Shares effected by
the Tender Offer Brokers acting as market makers in the Shares. These
purchases, or other arrangements, may occur outside the United States either
in the open market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of Rule 14e-5
under the US Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such
purchases, or arrangements to purchase, must comply with applicable English
law and regulation and the relevant provisions of the US Exchange Act. Any
such purchases by the Tender Offer Brokers or their respective affiliates will
not be made at prices higher than the price of the Tender Offer provided in
the Circular, unless the price of the Tender Offer is increased accordingly.
In addition, in accordance with normal UK market practice, the Tender Offer
Brokers and their respective affiliates may continue to act as market makers
in the Shares and may engage in certain other purchasing activities consistent
with their respective normal and usual practice and applicable law. Any
information about such purchases will be disclosed as required in the UK and
the US and, if required, will be reported via a Regulatory Information Service
and will be available on the London Stock Exchange website at
http://www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the US, the
right to tender Shares is not being made available in any jurisdiction in the
US in which the making of the Tender Offer or the right to tender such Shares
would not be in compliance with the laws of such jurisdiction.

This announcement has not been approved, disapproved or otherwise recommended
by the SEC or any US state securities commission and such authorities have not
confirmed the accuracy or determined the adequacy of this announcement. Any
representation to the contrary is a criminal offence in the US.

 

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