REG - GlobalData PLC - Tender Offer and Notice of General Meeting
Tue 07:02
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250805:nRSE0029Ua&default-theme=true
RNS Number : 0029U GlobalData PLC 05 August 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION
5 August 2025
GlobalData Plc
(AIM: DATA, GlobalData, the Group)
Proposed return of capital of up to £60 million by way of a purchase of up to
40,000,000 Shares at £1.50 per Share pursuant to the Tender Offer
and
Notice of General Meeting
GlobalData Plc, the leading data, insight, and technology company, announces,
further to its announcement on 15 July 2025 and its interim results published
earlier today, that it is proposing to return up to £60 million to
Shareholders by way of a Tender Offer pursuant to which Qualifying
Shareholders are invited to tender some, or all, or their Shares at the Tender
Price of £1.50 per Share. The Tender Offer is for a maximum of 40,000,000
Shares. The Tender Price represents a premium of approximately 5.1 per cent.
to the closing mid-market price of 142.75 pence per Share on the Latest
Practicable Date. The Tender Offer will open on 5 August 2025 and will close
at 1:00 p.m. on 5 September 2025, unless such dates are altered by means of an
announcement through a Regulatory Information Service.
Qualifying Shareholders are not obliged to tender any Shares if they do not
wish to do so. If no action is taken by Qualifying Shareholders, there will be
no change to the number of Shares that they hold and they will receive no cash
as a result of the Tender Offer.
Qualifying Shareholders who wish to participate in the Tender Offer can tender
some or all of their Shares for purchase at the Tender Price and receive cash
in consideration of such purchase (subject to scaling back of tenders in
excess of their Guaranteed Entitlement). Shareholders, other than certain
Shareholders in Restricted Jurisdictions and non-Qualifying US Shareholders,
will be entitled to have up to 4.95 per cent. of their respective holdings
purchased under the Tender Offer (such percentage being the "Guaranteed
Entitlement"). Such Shareholders will be able to tender additional Shares, but
such tenders will only be satisfied, on a pro rata basis, to the extent that
other Shareholders tender less than their Guaranteed Entitlement or do not
submit a tender.
The Tender Offer is to be effected by Panmure Liberum and Investec (the
"Tender Offer Brokers") (each acting severally as principal and not as agent,
nominee or trustee) purchasing Shares from Shareholders. The Tender Offer
Brokers, in turn, have the right to require the Company to purchase from them,
and can be required by the Company to sell to it, such Shares at the Tender
Price under a tender offer agreement. All Shares purchased by the Company from
the Tender Offer Brokers pursuant to the Tender Offer Agreement will be
cancelled.
The Tender Offer is subject, among other things, to the approval of the
Resolution by the Shareholders at the General Meeting to be held at John
Carpenter House, 7 Carmelite Street, London, EC4Y 0BS at 12.00 p.m. on 29
August 2025.
In the opinion of the Board, the Tender Offer and the passing of the
Resolution to be considered at the General Meeting are in the best interests
of Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour
of the Resolution to be proposed at the General Meeting, as each Director
intends to do in respect of their own beneficial holdings of Shares on which
they are able to vote, amounting in aggregate to 474,716,733 Shares,
representing approximately 58.9 per cent. of the issued share capital of the
Company as at the Latest Practicable Date.
The Board is making no recommendation to Shareholders in relation to their
participation in the Tender Offer itself. Whether or not Shareholders decide
to tender all or any of their Shares will depend on, among other things, their
view of the Company's prospects and their own individual circumstances,
including their tax position. Shareholders need to make their own decision and
are recommended to consult a duly authorised independent adviser.
Posting of Circular and Notice of General Meeting
A general meeting of the Company will be held at John Carpenter House, 7
Carmelite Street, London, EC4Y 0BS on 29 August 2025 at 12.00 p.m. (the
"General Meeting").
The Company expects to post a circular to Shareholders (the "Circular") later
today and a copy of the Circular will be published on the Company's website at
https://investors.globaldata.com/.
The Circular will set out the full details of the Tender Offer, including the
background to, and reasons for, the Tender Offer and why the Directors believe
the Tender Offer to be in the best interests of the Company and its
Shareholders as a whole. The Circular will also contain details on the
procedure that should be followed by those Qualifying Shareholders who wish to
participate in the Tender Offer. A Tender Form for use by Shareholders who
hold their Shares in certificated form in connection with the Tender Offer
will be despatched with the Circular. Shareholders who hold their Shares in
certificated form may request a hard-copy Form of Proxy from the registrars.
Implementation of the Tender Offer requires the approval of the Resolution by
Shareholders at the General Meeting. The Resolution will be proposed at the
General Meeting as a special resolution. If the Resolution is not passed, the
Company will not be able to proceed with the Tender Offer.
A summary of the key terms of the Tender Offer is included later in the
announcement under the heading "Additional Information". This announcement
should be read in conjunction with the full text of the Circular.
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, Tender Offer Broker) 0207 886 2500
Rupert Dearden
James Sinclair-Ford
Investec Bank plc (Joint Broker, Tender Offer Broker) 0207 597 5970
Henry Reast
Virginia Bull
FTI Consulting (Financial PR) 0203 727 1000
Edward Bridges globaldata@fticonsulting.com
Dwight Burden
Emma Hall
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and date
Publication of the Circular (including the Notice of General 5 August 2025
Meeting)..........................................................
Tender Offer opens...................................................... 5 August 2025
Latest time and date for receipt of Forms of Proxy and CREST electronic proxy 12.00 p.m. on 27 August 2025
appointment instructions for the General
Meeting................................................
Voting Record Time for determining entitlement to attend and vote at the 6:30 p.m. on 27 August 2025
General Meeting.......................
General Meeting .......................................................... 12.00 p.m. on 29 August 2025
Announcement of the results of the General Meeting 29 August 2025
(after the General Meeting)
Latest time and date for receipt of Tender Forms and share certificates or 1:00 p.m. on 5 September 2025
other documents of title for tendered certificated Shares (i.e. close of the
Tender Offer)
...........................................................................
Latest time and date for settlement of TTE Instructions for tendered 1:00 p.m. on 5 September 2025
uncertificated Shares (i.e. close of the Tender Offer)
Tender Offer Record Date .......................................... 6:00 p.m. on 5 September 2025
Announcement of the results of the Tender Offer....... 8 September 2025
Unconditional Date for the Tender Offer...................... 9 September 2025
Purchase of Shares under the Tender Offer .............. 10 September 2025
CREST accounts credited with unsuccessfully tendered uncertificated Shares Not later than 22 September 2025
...................................
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Not later than 22 September 2025
Shares .............................
Despatch of cheques in respect of Tender Offer proceeds for certificated Not later than 22 September 2025
Shares .................................
Return of share certificates in respect of unsuccessful tenders of Not later than 22 September 2025
certificated Shares .....................................
Despatch of balance share certificates in respect of unsold Shares in Not later than 22 September 2025
certificated form ...............................
The above times and/or dates may be subject to change by the Company and in
the event of any such change, the revised times and/or dates will be notified
to Shareholders by an announcement through a Regulatory Information Service.
References to times in this announcement are to London time, unless otherwise
stated.
ADDITIONAL INFORMATION
1. Background to and reasons for the Tender Offer
Why is the Company pursuing the Tender Offer?
In line with the Group's objective of enhancing shareholder value, with a
focus on growing revenue, strategic M&A and reinvesting and returning
capital, the Board is proposing to return up to £60 million of capital to
Shareholders. Following careful consideration, the Board concluded that the
return should be by way of the Tender Offer as this would offer an important
element of choice to Shareholders, taking account of the current composition
of the Register and in advance of the proposed move up to the London Stock
Exchange's main market for listed securities.
The benefits of the Tender Offer are that:
a) it is available to all Qualifying Shareholders regardless of the size of their holdings;
b) Qualifying Shareholders have a choice as to whether they participate in the Tender Offer or not, such that:
(i) it provides Qualifying Shareholders who wish to reduce
their holdings of Shares with an opportunity to do so at a market-driven price
with the possibility of a modest premium; and
(ii) Qualifying Shareholders who wish to retain their current
investment in Shares are not required to participate in the Tender Offer;
c) it is not subject to daily volume limits like the previous buyback programmes and is therefore (subject to certain conditions including, among other things, reaching a minimum level of tenders) a single event, set price, transaction; and
d) it allows any Qualifying Shareholders for whom holding securities in a company listed on the London Stock Exchange's main market for listed securities is unattractive to tender some or all or their Shares prior to the Company's proposed move to the London Stock Exchange's main market for listed securities.
The Tender Offer will reduce the number of Shares in issue, and so should,
assuming earnings stay the same, have a positive impact on the Group's
earnings per share (as the Company intends to cancel all of the Shares
acquired in connection with the Tender Offer).
Overview of the Tender Offer
It is proposed that up to 40,000,000 Shares (representing approximately 4.96
per cent. of the issued share capital of the Company as at the Latest
Practicable Date) be purchased under the Tender Offer at the Tender Price, for
a maximum aggregate cash consideration of up to £60 million.
All Qualifying Shareholders who are on the Register at 6:00 p.m. on 5
September 2025 are entitled, but not required, to tender some or all of their
Shares for purchase by the Tender Offer Brokers, acting as principal.
Subject to satisfaction of the conditions to the Tender Offer, Shares which
are successfully tendered under the Tender Offer by Qualifying Shareholders
will be purchased at the Tender Price.
The Tender Offer is to be effected by the Tender Offer Brokers (each acting
severally as principal and not as agent, nominee or trustee) purchasing Shares
from Shareholders. The Tender Offer Brokers, in turn, have the right to
require the Company to purchase from them, and can be required by the Company
to sell to it, such Shares at the Tender Price under a tender offer agreement
(the "Tender Offer Agreement"), details of which will be set out in the
Circular. All Shares purchased by the Company from the Tender Offer Brokers
pursuant to the Tender Offer Agreement will be cancelled.
Tender Price
The Tender Offer is being made at a fixed price of £1.50 per Share, which
represents:
a) a premium of 5.1 per cent. to the closing mid-market price per Share
on 4 August 2025 (being the Latest Practicable Date prior to the date of this
announcement);
b) a premium of 5.0 per cent. to the 30-day volume weighted average price
per Share on 4 August 2025 (being the Latest Practicable Date prior to the
date of this announcement); and
c) a discount of 5.2 per cent. to the 60-day volume weighted average price
per Share on 4 August 2025 (being the Latest Practicable Date prior to the
date of this announcement).
Options available to Shareholders in respect of the Tender Offer
Qualifying Shareholders are not obliged to tender any Shares if they do not
wish to do so. If no action is taken by Qualifying Shareholders, there will be
no change to the number of Shares that they hold and they will receive no cash
as a result of the Tender Offer.
Qualifying Shareholders who wish to participate in the Tender Offer can tender
some or all of their Shares for purchase at the Tender Price and receive cash
in consideration of such purchase (subject to scaling back of tenders in
excess of their Guaranteed Entitlement). Shareholders, other than certain
Shareholders in Restricted Jurisdictions and non-Qualifying US Shareholders,
will be entitled to have up to 4.95 per cent. of their respective holdings
purchased under the Tender Offer. Such Shareholders will be able to tender
additional Shares, but such tenders will only be satisfied, on a pro rata
basis, to the extent that other Shareholders tender less than their Guaranteed
Entitlement or do not submit a tender.
Once made, any tender of Shares by a Qualifying Shareholder will be
irrevocable.
The Tender Offer will open on 5 August 2025 (unless such date is altered) and
tenders must not be submitted before that date. The Tender Offer will close at
1:00 p.m. on 5 September 2025 and tenders received after that time will not be
accepted (unless the Tender Offer Closing Date is extended).
Shareholders should note that the Tender Offer is conditional on, among other
things, Shareholder approval of the Resolution at the General Meeting.
Number of Shares to be purchased pursuant to the Tender Offer
Up to 40,000,000 Shares are expected to be purchased in the Tender Offer.
Subject to the Tender Offer becoming unconditional, all Qualifying
Shareholders who tender Shares at the Tender Price will receive the Tender
Price for all validly tendered Shares subject, where applicable, to the
scaling-down arrangements. Accordingly, where scaling-down applies there is no
guarantee that all of the Shares which are validly tendered by Qualifying
Shareholders will be accepted for purchase.
If the aggregate value of the Shares validly tendered by Qualifying
Shareholders at the Tender Price is higher than £60 million (the "Value
Limit"), valid tenders will be scaled down so that their aggregate value is
£60 million.
The scaling-down arrangements are summarised below and will be set out in full
in the Circular.
Guaranteed Entitlement
If the aggregate value at the Tender Price of all Shares validly tendered by
Qualifying Shareholders is £60 million or less, then all Shares validly
tendered will be accepted and purchased at the Tender Price.
If the Tender Offer is over-subscribed, tenders in respect of up to
approximately 4.95 per cent. of each holding of Shares of every Qualifying
Shareholder at the Tender Offer Record Date will be accepted in full at the
Tender Price and will not be scaled down further. Qualifying Shareholders will
be able to tender additional Shares, but such tenders will only be satisfied,
on a pro rata basis, to the extent that other Shareholders tender less than
their Guaranteed Entitlement or do not submit a tender.
The Guaranteed Entitlement arrangements will be set out in full in the
Circular.
Circumstances in which the Tender Offer may not proceed
There is no guarantee that the Tender Offer will take place. The Tender Offer
is subject to, among other things, Shareholder approval of the Resolution at
the General Meeting. The Tender Offer is also conditional on the other matters
specified in the Circular, including:
a) receipt of valid tenders in respect of at least 8,065,341 Shares (representing approximately one per cent. of the issued share capital of the Company as at the Latest Practicable Date) by 1:00 p.m. on the Tender Offer Closing Date and there continuing to be valid tenders in respect of at least such number of Shares;
b) the Tender Offer not having been terminated in accordance with its terms and the Company having confirmed to the Tender Offer Brokers that it will not exercise its right to require the Tender Offer Brokers not to proceed with the Tender Offer; and
c) the Tender Offer Brokers being satisfied at all times up to immediately prior to the Unconditional Date that the Company has complied with its obligations, and is not in breach of any of the representations and warranties given by it, under the Tender Offer Agreement.
The Board has reserved the right, at any time prior to the Tender Offer
becoming unconditional, to require the Tender Offer Brokers not to proceed
with the Tender Offer if the Board concludes that the implementation of the
Tender Offer is no longer in the best interests of the Company and/or
Shareholders as a whole. The Board has also reserved the right, at any time
prior to the announcement of the results of the Tender Offer, with the prior
consent of the Tender Offer Brokers, to revise the aggregate value of the
Tender Offer, or to extend the period during which the Tender Offer is open,
based on market conditions and/or other factors, subject to compliance with
applicable legal and regulatory requirements.
If the Tender Offer does not occur the Board may consider alternative returns
of value to Shareholders.
Results of Tender Offer announcement and Unconditional Date
As set out in the expected timetable above, it is expected that the results of
the Tender Offer will be announced through a Regulatory Information Service on
8 September 2025, at which time the Tender Offer is expected to become
unconditional subject to the remaining Conditions described in the Circular
having been satisfied. Until such time as the Tender Offer becomes
unconditional, the Tender Offer will be subject to the Conditions described in
the Circular. Settlement is then expected to take place as set out in the
timetable above.
Full terms and conditions of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on which
it is made, will be set out in the Circular.
2. Taxation
Shareholders should be aware that there will be tax considerations that they
should take into account when deciding whether or not to participate in the
Tender Offer. A guide to certain (i) UK tax consequences of the Tender Offer
for Shareholders under current UK law and HMRC practice; and (ii) US federal
income tax consequences of the Tender Offer for Shareholders under current US
law will be set out in the Circular.
Shareholders who are subject to tax in a jurisdiction other than the UK or the
US, or who are in any doubt as to the potential tax consequences of tendering
their Shares under the Tender Offer are strongly recommended to consult their
own independent professional advisers before deciding what action to take.
3. Action to be taken
Voting at the General Meeting
The Tender Offer is subject to Shareholder approval of the Resolution at the
General Meeting. It is important that as many votes as possible are cast.
The Resolution will be proposed as a special resolution at the General Meeting
and will pass if it is approved by at least 75 per cent. of the voting rights
of Shareholders who vote on it in person or by proxy. Shareholders should read
the Notice of General Meeting at the end of the Circular for the full text of
the Resolution and for further details about the General Meeting. Instructions
on how to vote will be set out in the Circular.
Voting on the proposed Resolution will be conducted on a poll, in line with
recommended best practice. Voting by poll is more transparent and equitable
because it counts the votes of Shareholders according to the number of shares
registered in their names.
The Company understands and respects the importance of the General Meeting to
Shareholders and the Board greatly values the opportunity to meet Shareholders
in person. However, we understand that this may not be possible or desirable
for all who wish to attend, therefore, the Company will offer Shareholders the
option to participate in the General Meeting remotely which can be accessed
from any computer with internet access or through a telephone (mobile or
landline). If Shareholders are interested in this option, they should call
Courtney Taylor on 020 7936 6400 or email cosec@globaldata.com in order to
make the necessary arrangements. However, Shareholders will not be able to
vote at the General Meeting when joining remotely.
Shareholders are therefore asked, whether or not they propose to attend the
General Meeting in person, to exercise their votes by submitting their proxy
electronically via their Signal Shares account in advance of the General
Meeting and to appoint the Chair of the General Meeting as their proxy with
their voting instructions. Submission of an electronic vote via a Signal
Shares account or via CREST will not preclude a Shareholder from attending the
General Meeting and voting in person if they so wish.
In order to reduce the Company's environmental impact, Shareholders will not
receive a hard-copy Form of Proxy for the General Meeting in the post
automatically but can request one directly from the registrars, through MUFG
Corporate Markets' general helpline team on Tel: 0371 664 0391. Calls are
charged at the standard geographic rate and will vary by provider.
Alternatively, Shareholders can email MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.com. Shareholders may also submit a proxy
electronically via the Investor Centre app or web browser at
https://uk.investorcentre.mpms.mufg.com/ or if Shareholders hold their shares
in CREST, Shareholders may appoint a proxy or proxies by completing and
transmitting a CREST Proxy Instruction to MUFG Corporate Markets. Shareholders
can use this service to vote or appoint a proxy online. If a Shareholder is an
institutional investor it may also be able to appoint a proxy electronically
via the Proxymity platform, a process which has been agreed by the Company and
approved by the Registrar. For further information regarding Proxymity, please
go to www.proxymity.io (http://www.proxymity.io) .
All proxy instructions must be received by the Registrars by no later than 12
p.m. on 27 August 2025 (or, in circumstances where the General Meeting is
adjourned to a date later than 48 hours after the time specified for the
General Meeting, 48 hours before the time of the adjourned meeting, excluding
any UK non-working days).
If Shareholders hold their Shares through a nominee service, they should
contact the nominee service provider regarding the process for appointing a
proxy.
The Board recognises that the General Meeting provides an opportunity for
Shareholders to ask questions that they have relating to the Company which is
relevant to the business of the General Meeting, and that Shareholders may
wish to receive answers to their questions before they submit their proxy
vote. The Company will fully respond in writing to questions submitted by
registered Shareholders in advance of the proxy submission deadline.
Registered Shareholders can submit questions by email to cosec@globaldata.com
(mailto:cosec@globaldata.com) .
Participation in the Tender Offer
Qualifying Shareholders are not obliged to tender any of their Shares if they
do not wish to do so. If no action is taken by Qualifying Shareholders, there
will be no change to the number of Shares they hold and they will receive no
cash as a result of the Tender Offer.
Those Qualifying Shareholders who wish to tender Shares should note that the
procedure for doing so depends on whether their Shares are held in
certificated or uncertificated form. The relevant procedures are summarised
below. Full details of applicable procedures and related timings will be set
out in the Circular.
Qualifying Shareholders who do not wish to sell any Shares under the Tender
Offer should take no action in relation to the Tender Form and should not make
any TTE Instruction.
If Shareholders are in doubt about completion of the Tender Form or sending a
TTE Instruction, they should contact the Shareholder Helpline on +44 (0)371
664 0371. The Shareholder Helpline will be available from 9:00 a.m. to 5:30
p.m. Monday to Friday (except public holidays in England and Wales). Calls are
charged at the standard geographic rate and will vary by provider. Calls from
outside the UK will be charged at the applicable international rate.
Please note that, for legal reasons, the Shareholder Helpline will only be
able to provide information contained in the Circular and the Tender Form and
will be unable to give advice on the merits of the Tender Offer or to provide
financial, investment or taxation advice.
Qualifying Shareholders who hold Shares in certificated form and who wish to
tender all or any of their Shares at the Tender Price should complete a Tender
Form, in accordance with the instructions printed thereon and to be set out in
the Circular, and return it, together with their share certificate(s) and/or
other document(s) of title or (where applicable) a satisfactory indemnity in
lieu thereof in respect of the tendered Shares, on or after 5 August 2025 and
so as to be received by post by the Receiving Agent at MUFG Corporate Markets,
Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL by not
later than 1:00 p.m. on 5 September 2025. Tender Forms submitted before the
Tender Offer opens on 5 August 2025 will be treated as invalid.
Qualifying Shareholders who hold their Shares in uncertificated form and who
wish to tender all or any of their Shares at the Tender Price should tender
electronically through CREST on or after 5 August 2025 so that the TTE
Instruction settles by not later than 1:00 p.m. on 5 September 2025.
4. Directors' intentions
Mike Danson has not yet determined whether or not he will participate in the
Tender Offer and will defer making a decision until closer to the Tender Offer
Closing Date in order to better understand market conditions. If he does
participate, it will be for an amount up to his Guaranteed Entitlement.
Peter Harkness holds 317,800 Shares in the Company and intends to tender
17,800 Shares (equating to 5.6 per cent. of his holding).
Save for Peter Harkness, and Mike Danson who has not yet determined if he will
participate in the Tender Offer, none of the other directors who hold Shares
in the Company are intending to participate in the Tender Offer.
5. Recommendation of the Board
In the opinion of the Board, the Tender Offer and the passing of the
Resolution to be considered at the General Meeting are in the best interests
of Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour
of the Resolution to be proposed at the General Meeting, as each Director
intends to do in respect of their own beneficial holdings of Shares on which
they are able to vote, amounting in aggregate to 474,716,733, representing
approximately 58.9 per cent. of the issued share capital of the Company as at
the Latest Practicable Date.
The Board is making no recommendation to Shareholders in relation to their
participation in the Tender Offer itself. Whether or not Shareholders decide
to tender all or any of their Shares will depend on, among other things, their
view of the Company's prospects and their own individual circumstances,
including their tax position. Shareholders need to make their own decision and
are recommended to consult a duly authorised independent adviser.
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
"Board" means the board of Directors;
"Circular" means the circular to be sent to Shareholders containing details of the Tender
Offer and General Meeting;
"Company" GlobalData Plc, registered in England & Wales with company number
03925319;
"Conditions" means the full terms and conditions to the Tender Offer which will be set out
in the Circular;
"CREST" means the UK-based system for the paperless settlement of trades in listed
securities, of which Euroclear is the operator in accordance with the
Uncertificated Securities Regulations 2001 (SI 2001/3755);
"CREST Proxy Instruction" means the appropriate CREST message for a proxy appointment to be made by
means of CREST;
"Directors" means the directors of the Company as at the date of this announcement, whose
names are set out in this announcement;
"Euroclear" means Euroclear UK & International Limited, the operator of CREST;
"FCA" means the UK Financial Conduct Authority;
"Form of Proxy" means the form of proxy for use at the General Meeting;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"General Meeting" means the general meeting of the Company proposed to be held at 12.00 p.m. on
29 August 2025 at John Carpenter House, 7 Carmelite Street, London, EC4Y 0BS
as described in the Notice of General Meeting;
"Group" means the Company together with its subsidiaries and subsidiary undertakings;
"Guaranteed Entitlement" has the meaning given in this announcement;
"HMRC" means HM Revenue & Customs;
"Investec" means Investec Bank plc;
"Latest Practicable Date" means 4 August 2025, being the latest practicable date prior to publication of
this announcement;
"London Stock Exchange" means London Stock Exchange plc;
"non-Qualifying US Shareholders" US Shareholders who are not Qualifying US Shareholders;
"Notice of General Meeting" means the notice of General Meeting to be set out in the Circular;
"Overseas Shareholder" means a Shareholder who is resident in, or a citizen of, a jurisdiction
outside the United Kingdom;
"Panmure Liberum" means Panmure Liberum Limited;
"Qualifying Shareholders" means Shareholders other than those with a registered address in any of the
Restricted Jurisdictions and, in the case of US Shareholders only,
Shareholders who are Qualifying US Shareholders;
"Qualifying US Shareholders" means US Shareholders who are on the Register on the Tender Offer Record Date
and are either (i) a Major US Institutional Investor; or (ii) a US registered
broker-dealer, whether acting as principal for its own account or as agent for
others; or (iii) a bank acting pursuant to an applicable exemption from the
definition of broker or dealer, in each case as construed for purposes of Rule
15a-6 under the US Exchange Act;
"Register" means the register of members of the Company;
"Registrar" or "Receiving Agent" or "MUFG Corporate Markets" means MUFG Corporate Markets, a trading name of MUFG Corporate Markets (UK)
Limited, a division of MUFG Pension & Market Services;
"Regulatory Information Service" means one of the regulatory information services authorised by the FCA to
receive, process and disseminate regulatory information from listed companies;
"Resolution" means the resolution to set out in the Notice of General Meeting;
"Restricted Jurisdiction" means Australia, Canada, Japan and the Republic of South Africa and any
country, region or territory which is the subject of any comprehensive
Sanctions (including, in each case and without limitation, Cuba, Iran, North
Korea, Syria, the Russian Federation, the Crimea, Kherson and Zaporizhzhia
regions of Ukraine, the so-called Donetsk People's Republic and the so-called
Luhansk People's Republic);
"Sanctions" means any sanctions administered or enforced by the US Government, (including,
without limitation, the Office of Foreign Assets Control of the US Department
of Treasury of the US Department of State, and including, without limitation,
the designation as a "specially designated national" or "blocked person"), the
United Nations Security Council, the European Union, His Majesty's Treasury,
or other relevant governmental or regulatory authority, institution or agency
which administers economic, financial or trade sanctions;
"SEC" means the US Securities and Exchange Commission;
"Shareholder" means a holder, for the time being, of Shares on the Register;
"Shares" means ordinary shares of £0.0001 each in the capital of Company;
"subsidiary" means a subsidiary as that term is defined in section 1159 of the Companies
Act;
"subsidiary undertaking" means a subsidiary undertaking as that term is defined in section 1162 of the
Companies Act;
"Tender Form" the tender form to be issued with the Circular to Qualifying Shareholders who
hold their Shares in certificated form;
"Tender Offer" means the invitation by the Tender Offer Brokers to Shareholders to tender
Shares for purchase by the Tender Offer Brokers on the terms and subject to
the conditions to be set out in the Circular and also, in the case of
certificated Shares only, the Tender Form;
"Tender Offer Brokers" Investec and Panmure Liberum;
"Tender Price" £1.50 per Share;
"Tender Offer Agreement" means the agreement entered into on the date of this announcement between the
Company and the Tender Offer Brokers in connection with the Tender Offer;
"Tender Offer Closing Date" means 5 September 2025 or such other date as may be determined by the Company,
with the prior consent of the Tender Offer Brokers, prior to the announcement
of the results of the Tender Offer and notified to Shareholders through a
Regulatory Information Service;
"Tender Offer Record Date" means 6:00 p.m. on 5 September 2025 or such other time and date as may be
determined by the Company in its sole discretion in the event that the Tender
Offer Closing Date is altered;
"Unconditional Date" means the date on and time at which the Tender Offer becomes unconditional,
which is expected to be on 9 September 2025;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" means the United States of America, its territories and possessions, any state
of the United States of America and all other areas subject to its
jurisdiction;
"US Exchange Act" US Securities Exchange Act of 1934, as amended;
"US Shareholders" Shareholders who are resident in the US;
"Value Limit" means £60 million;
"Voting Record Time" means 6:30 p.m. on 27 August 2025; and
"£" means the lawful currency of the U.K.
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 will be 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END TENGUGDIXGGDGUURecent news on GlobalData
See all newsREG - GlobalData PLC - PDMR Dealing Announcement
AnnouncementREG - GlobalData PLC - Half Year Results
AnnouncementREG - GlobalData PLC - Tender Offer and Notice of General Meeting
AnnouncementREG - GlobalData PLC - Trading Update
AnnouncementREG - Goldman Sachs (EPT) GlobalData PLC - Form 8.5 (EPT/NON-RI) - GlobalData
Announcement