REG - Wilmington PLC - Acquisition of Conversia cleared to complete

WilmingtonAnnouncement

28/11/2025 11:30

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RNS Number : 4735J  Wilmington PLC  28 November 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR
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WOULD BE UNLAWFUL.

 

28 November 2025

 

Wilmington plc

 

Acquisition of Conversia cleared to complete

 

Wilmington plc (LSE: WIL, "Wilmington", the "Company" and, together with its
subsidiary undertakings, the "Group"), the provider of data, information,
education and training services in the global Governance, Risk and Compliance
("GRC") markets, has today received Foreign Direct Investment clearance in
Spain for the acquisition of RegTech software business Professional Group
Conversia, S.L.U. ("Conversia") (the "Acquisition"), further to the
announcement released by the Company on 12 August 2025 (the "Acquisition
Announcement"). The Acquisition will now complete in the next few days as all
conditions for completion have been met ("Completion").

 

For the purposes of UK Listing Rule 7.3.3, the Company confirms that, other
than the information regarding the new debt facilities entered into with HSBC
Innovation Bank Limited and Barclays Bank PLC (together, the "Lenders"),
further details of which are set out in the appendix to this Announcement,
there has been no material change affecting any matter contained in the
Acquisition Announcement.

 

Mark Milner, Chief Executive Officer of Wilmington, said:

 

"Conversia significantly extends our international reach in the GRC markets
and opens up new opportunities in the regulated and rapidly growing Spanish
Data Privacy market.

 

"It is the industry leader in the provision of software and RegTech solutions,
helping small and medium-sized enterprises meet legally regulated Data Privacy
compliance requirements.

 

"This earnings enhancing acquisition delivers high quality revenue of which
more than 70 per cent. is annually recurring."

 

For further information, please contact:

 

Wilmington plc
 
 
020 7490 0049

 

Mark Milner, Chief Executive Officer

Guy Millward, Chief Financial Officer

 

Meare Consulting
 
 
07990 858548

 

Adrian Duffield

 

Notes to Editors

 

Wilmington plc is a recognised knowledge leader and partner of choice for
data, information, education and training in the global Governance, Risk and
Compliance (GRC) markets. Wilmington employs over 1,000 people and sells to
around 120 countries. Wilmington is listed on the main market of the London
Stock Exchange.

 

 

 

Appendix

 

Facilities Agreement

 

On 28 November 2025, the Company and certain of its subsidiary undertakings
(as borrowers and guarantors, together, the "Obligors") and the Lenders
entered into a multicurrency term and revolving facilities agreement (the
"Facilities Agreement"), pursuant to which the Lenders agreed to provide the
Company with (i) a Sterling term loan facility of £10 million (the "Term
Loan") and (ii) a multicurrency revolving loan facility of £70 million (the
"RCF").

 

Amounts borrowed under the Term Loan are to be used for funding the
Acquisition and amounts borrowed under the RCF are to be used for funding the
Acquisition and for general corporate and working capital purposes of the
Group.

 

The Term Loan is repayable quarterly in instalments of £909,091 beginning on
31 March 2026 with the final repayment instalment of £909,090 due 1 December
2028 (the "Initial Termination Date").  The Company shall repay the
outstanding balance of the Term Loan on the Initial Termination Date.

 

Amounts borrowed under the RCF are repayable quarterly, save for the first
interest period which shall begin on the utilisation date of the Term Loan and
shall end on 31 March 2026, with the final repayment due on the Initial
Termination Date.

 

The Company has the option to extend the provision of the RCF until 1 December
2029 and again until 1 December 2030, with the consent of the Lenders (subject
to an agreed extension fee at the relevant time).

 

The Facilities Agreement contains adjusted leverage and interest cover
financial covenants, each to be tested quarterly in respect of each period of
12 months ending on or about the last day of each financial quarter.  The
Facilities Agreement also contains terms relating to default and mandatory
repayment, as well as covenants and undertakings that are customary for
agreements of this type.

 

The Facilities Agreement is governed by the laws of England and Wales.

 

Security

 

On 1 December 2025, the Obligors will enter into an all-asset debenture
(including the shares of certain subsidiaries owned by the Company) in favour
of the Lenders which is governed by the laws of England and Wales (the
"Debenture").

 

On Completion, Wilmington Publishing & Information Ltd (the "Purchaser")
will enter into: (i) a first ranking pledge over the credit rights arising
from the share purchase agreement relating to the Acquisition (the "Conversia
Acquisition Agreement") and over the credit rights arising from a warranty and
indemnity insurance policy with respect to certain warranties stated under the
Conversia Acquisition Agreement; and (ii) a first ranking pledge over the
shares of Conversia, all in favour of the Security Trustee (as defined under
the Facilities Agreement) and governed by the laws of the Kingdom of Spain. In
connection with the Spanish law security, on Completion, the Purchaser will
also grant an irrevocable power of attorney to the Security Trustee.

 

 

 

 

 

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