REG - Wilmington PLC - Financial results for the year ended 30 June 2025
22/09/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250922:nRSV1417Aa&default-theme=true
RNS Number : 1417A Wilmington PLC 22 September 2025
22 September 2025
Wilmington plc
Delivering sustained double digit revenue and profit growth
Wilmington plc, (LSE: WIL, 'Wilmington' or 'the Group') the provider of data,
information, education and training services in the global Governance, Risk
and Compliance (GRC) markets, today announces its audited preliminary results
for the year ended 30 June 2025.
Financial performance
2025 2024 Change
Ongoing results 1 (#_ftn1)
Revenue £99.5m £89.7m 11%
Adjusted PBT 2 (#_ftn2) £28.4m £24.1m 18%
Adjusted PBT margin 28.5% 26.8% 6%
Adjusted basic EPS 3 (#_ftn3) 23.72p 19.81p 20%
Total results
Net cash excluding lease liabilities 4 (#_ftn4) £42.2m £67.8m (38%)
Total dividend 11.5p 11.3p 2%
Total adjusted PBT £27.7m £27.6m 1%
Total adjusted basic EPS 23.07p 22.96p 0%
Statutory continuing results
Revenue £101.5m £98.3m 3%
PBT £18.4m £24.2m (24%)
Basic EPS 12.87p 19.33p (33%)
Highlights
· Strong on-going revenue performance
o 11% revenue growth to £99.5m (2024: £89.7m) - seven of nine businesses
grew
o Double digit % revenue growth from acquired Health and Safety, and ESG
businesses
o Annual recurring 5 (#_ftn5) revenue up 5% to 36% (2024: 34%) of Group
organic revenues
· Adjusted profit before tax from ongoing businesses up 18% to
£28.4m (2024: £24.1m). Total adjusted profit before tax of £27.7m (2024:
£27.6m).
· Ongoing Adjusted PBT margin up 6% to 28.5% (2024: 26.8%).
· Continued portfolio management
o Phoenix Health and Safety acquired Oct 2024
o Compliance Week sold Feb 2025
o Proposed acquisition of RegTech business Conversia announced in August
2025
o US events business FRA will be marketed for sale
· Continued investment in the development of a single RegTech
platform for the Group.
Mark Milner, Chief Executive Officer, commented:
"Our ongoing businesses have delivered another good financial performance. Our
focus on portfolio management and a continuation of the strategy to expand our
positions in GRC markets has resulted in further strong revenue performance,
profit growth and cash generation. Both of our recent acquisitions have seen
double digit growth and margins have also continued to improve.
"We have actively managed our portfolio with two acquisitions and one
disposal, reflecting the Group's strategy of deepening expertise in GRC
markets.
"In August 2025, we agreed to acquire Conversia for €121.6m (£105m), a
business operating in the Spanish GRC and regulatory compliance market. This
acquisition is earnings enhancing and will extend our reach in the GRC markets
and opens up new opportunities for us in the regulated Data Privacy sector. It
operates in a large addressable target market, delivering high quality
revenues of which greater than 70% are annually recurring.
"We have had a good start to the current financial year, with revenues and
profits in line with expectations and look forward to Conversia joining the
Group later this year."
The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014. Upon the publication of this announcement this inside information is
now considered to be in the public domain.
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 the 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 600 people and sells to
around 120 countries. Wilmington is listed on the main market of the London
Stock Exchange.
CEO's review
Overview
We are pleased to report another year of good progress and delivering on our
strategy with notable increases in revenues and profits in seven of our nine
ongoing businesses. We continued to focus our portfolio of businesses on the
international Governance, Risk and Compliance ('GRC') markets. We
significantly enhanced our capabilities with the acquisition of Phoenix Health
& Safety in the Health, Safety and Environment ('HSE') sector in October
2024 and the proposed acquisition of Conversia, in a new GRC vertical, Data
Privacy announced after the year end. We also sold our small US Compliance
week business in the US in February 2025.
We also continued to invest in our operational growth levers including sales,
marketing, product development and continued to move towards running all our
operations on a single cloud-based RegTech platform.
Results
For the year ending 30 June 2025, ongoing revenues increased by 11%. Although
overall organic revenue was down by 1%, due to continued decline in demand in
the US healthcare insurance market, seven of our nine ongoing businesses grew
revenue with our two recent acquisitions in the HSE sector growing by double
digit percentages. We also achieved 5% growth in Group recurring revenues,
making up 36% of total revenues (2024: 34%).
The increased revenues, interest income and a continued focus on operational
efficiency resulted in a notable 18% growth in ongoing adjusted PBT to £28.4m
(2024: £24.1m) and a corresponding improvement in ongoing adjusted PBT margin
to 28.5% (2024: 26.8%). Alongside streamlining the Group since 2020 by selling
or closing eight of the 15 businesses, we have consistently delivered notable
profit growth over the five-year period.
This year we increased our dividend payment with a proposed final dividend of
8.5p (2024: 8.3p), resulting in a total dividend for FY25 of 11.5p (2024:
11.3p) up 2%.
Statutory revenue was £101.5m (2024: £98.3m) including revenue from non-core
activities of £2.0m (2024: £8.6m). Statutory PBT was £18.4m (2024: £24.2m)
as profits from selling businesses were not repeated. Statutory Basic EPS was
12.87p (2024: 19.33p).
The Group continues to have a strong balance sheet, with a net cash position
(excluding lease liabilities) of £42.2m (2024: £67.8m) after another strong
year of converting profits to cash and the acquisition of Phoenix Health &
Safety.
Current trading and outlook
Trading has been encouraging in the first quarter, with revenues and profits
in line with expectations.
Strategy
Our consistent strategy continues to deliver good performance across the
Group. We continued to focus on consolidating our already strong presence in
the large, growing and rapidly evolving international GRC markets. These
markets are underpinned by strong macro drivers, particularly the increasing
volume and enforcement of regulation, complex geopolitical landscape,
increased importance of ESG and widespread adoption of technological and
data-driven compliance solutions, all of which align strongly to Wilmington's
core offering.
At the heart of this focus on the GRC markets is our ambition to help our
customers to do the right business in the right way, by providing a
complementary range of information & data and training & education
solutions.
We currently provide GRC services across a number of markets in the financial
services, legal and HSE markets. We are looking to acquire further businesses
in these and complementary sectors to further improve the quality of our
revenues and profits. The proposed acquisition of Conversia will add a new
sector, Data Privacy.
We continue to review all parts of the Group assessing businesses against six
key characteristics: organic growth opportunities; attractive markets; digital
and data capabilities; strong leadership; strategic fit to the GRC
marketplaces; and attractive product, revenue, and profitability
characteristics. These characteristics also form a key part of our acquisition
programme.
We continue to seek businesses to join the Group, with a highly active but
disciplined M&A function exploring many options. We have improved the
quality of our revenues and profits over the last five years, selling or
closing eight out of the original 15 businesses and acquiring two with
Conversia expected to join the Group later this year.
We have also decided to sell FRA, as its products have limited digital
capabilities and its revenue characteristics closely resemble the media
businesses we have moved away from, and this will further improve our quality
of earnings.
Portfolio update
In October 2024, we completed the acquisition of Phoenix Health & Safety,
a training business offering a range of globally recognised and regulated
health, safety and environmental qualifications, based in Cannock, for an
initial consideration of £30.25m. The business has achieved strong growth in
the growing HSE market and is highly complementary to our existing portfolio.
The acquisition of Phoenix Health & Safety is consistent with our strategy
in the GRC market to broaden and strengthen our training and education
capabilities.
The acquisition of Phoenix Health & Safety in October 2024 meets all six
of our characteristics. The business has demonstrated a strong track record of
organic growth over a number of years and strengthens our portfolio of GRC
training and education solutions by expanding our capabilities in the
attractive HSE markets, alongside Astutis, which was acquired in November
2023. The acquisition is already showing good growth and is on course to be
earnings enhancing in the first full year of ownership.
As part of this ongoing review, Compliance Week was sold in February 2025.
In August 2025, we agreed to acquire Conversia for €121.6m (£105m), a
business operating in the Spanish GRC and regulatory compliance market.
Conversia operates in the large, growing and rapidly evolving Spanish GRC and
regulatory compliance market, providing proprietary RegTech documentation
generation software solutions, primarily in the Data Privacy sector.
Conversia enables an addressable target market of 3.2 million SMEs and
homeowner associations in Spain to comply with a wide range of legally
required regulations. Data Privacy is at the core of the proposition, a new
sub-sector for Wilmington.
Conversia also offers complementary training solutions with all course
materials developed internally. Conversia is the market leader in its sector
with significant market headroom and growth opportunities. It is managed by an
experienced and successful management team headquartered in Barcelona, Spain,
who are incentivised to remain in the business for a minimum of five years.
Conversia is expected to be earnings accretive in the first full year of
ownership. It recorded revenues of €36.6 million in the year to 30 June 2025
and EBITDA of €9.3 million. It has seen double-digit revenue growth rates in
recent years and improving profit margins, which we anticipate will continue.
Its subscription-based revenue model ensures high levels of annual recurring
revenue (over 70%) of total revenue.
The transaction is conditional upon receiving Foreign Direct Investment
clearance in Spain, which is expected by the end of November 2025.
Investment
Our investment approach across the Group continues to be targeted at embedding
the unique characteristics that define our competitive advantage into each of
our brands. We are making good progress in developing a single technology
platform for our businesses, by merging our previous platform investments and
removing more of our legacy technology. We have more work to do to achieve a
single platform for everything we do but the infrastructure is in place and
should deliver operational efficiencies in FY26 as expected. The
implementation of a single platform will also allow us to efficiently expand
our offering by creating a scalable portfolio to enhance our growth potential.
We continue to invest organically in new products and strengthen our existing
product offerings, with the scope to monetise our solutions greatly enhanced
by our single platform approach. This strategy for maximising the value of our
technology and data assets, combined with our streamlined operating model,
provides the strong base to actively consider acquisition targets which
complement and/or extend our capabilities.
We reported last year that within our strategic framework deliberate measures
are being put into action to navigate the risks that accompany AI technology
while simultaneously harnessing its opportunities. Work continues to mitigate
risks and incorporate AI into our products.
We also remain focused on investing in the many drivers of employee
engagement, which increased year on year as measured by our annual engagement
survey. Development is actioned by activities such as regular Town Halls, the
building and support of communities, and development of Working Groups to
focus on keys areas such as diversity and inclusion, reward strategies, talent
development and others.
Responsible business
We are committed to investing in the initiatives that support our colleagues
and our own responsible business culture.
We have continued to drive meaningful progress against our People Strategy.
Our people are the foundation of Wilmington's success, and the achievements of
this financial year are a testament to their hard work, innovation, skills and
expertise. I thank them all for their dedication and commitment to Wilmington.
We have achieved progress against our targets in all four areas of our
sustainability strategy, and this work continues to underpin our broader
strategic objectives and risk management processes.
We implemented the Taskforce for Climate-related Financial Disclosures
('TCFD') recommendations in full, three years ago, while still putting
together some further detail on the metric requirements. We concluded that we
must continue to monitor the impacts of climate change on the Group's risk
profile, but that the potential opportunities that may arise from the
transition to a low-carbon economy are well aligned to our core offering. We
have committed to net-zero carbon targets, with an ambition of absolute zero,
producing no greenhouse gas emissions, in respect of Scope 1 and 2 emissions
by 2028, and net-zero in respect of Scope 3 emissions by 2045.
Review of operations
2025 2024 Absolute variance Organic variance 6 (#_ftn6)
£'m £'m % %
Ongoing revenue
HSE 7 (#_ftn7) 16.4 4.8 240%
Legal 8 (#_ftn8) 15.1 16.0 (5%) (5%)
Insurance 25.4 28.8 (12%) (10%)
Other 42.6 40.1 6% 6%
Financial Services 9 (#_ftn9) 68.0 68.9 (1%) 0%
Ongoing revenue 99.5 89.7 11% (1%)
Ongoing adjusted operating profit 30.3 28.1 8%
Margin % 30% 31%
Total revenue 10 (#_ftn10) 101.5 126.0 (19%)
Total adjusted operating profit 29.7 31.6 (6%)
Group performance
Revenues from ongoing businesses grew 11%, 12% excluding currency movements.
Organic revenue decreased by 1% due to challenging trading conditions within
the US healthcare insurance market. Seven of the nine ongoing businesses grew
organically with recurring subscription revenues growing by 5% to 36% (2024:
34%).
Phoenix Health & Safety features for the first time in the HSE segment
with contribution for a partial year, as are the prior year figures for
Astutis which was acquired part way through the previous year. Both businesses
grew significantly on their prior year performance.
Ongoing Group operating profits improved by 8% and operating margins for
organic ongoing businesses were almost maintained at last year's level,
despite adding Phoenix Health & Safety, where operating margin is over 20%
but lower than the group's 31% last year and despite the drop in FRA's profits
caused by the lower demand from customers in the US healthcare insurance
sector. The organic operating profit margin which excludes acquisitions was
32%, the same as last year, which held steady despite a £3.2m drop in profit
at FRA, the US healthcare insurance business.
HSE
The HSE segment comprises Astutis, acquired in November 2023 and Phoenix
Health & Safety acquired in October 2024. Both businesses are UK training
businesses which mix face-to-face and online learning for various industry
standard qualifications and certificates in the HSE sector. The businesses
have experienced strong growth in recent years after switching focus to more
online training post-Covid and have a strong market position in a growing
marketplace. Combined growth of the two businesses in FY25 was 15% when
compared to the same period last year on a proforma basis.
Legal
The Legal segment comprises Bond Solon and Pendragon, whose customers are
predominantly in the legal market. Bond Solon is mainly UK based and trains
individuals involved in the legal system, including lawyers, helping them
train their clients for interaction with the legal system. Revenue is earned
through one off course attendance fees. Courses are typically single or half
day events, and content is a mix of owned and third-party intellectual
property. Courses are delivered either by in-house experts or a network of
independent tutors who are paid per course. The Law for Non-Lawyers market is
strong, with good ongoing demand for existing products as well as successful
launches of new training courses.
Pendragon operates in the UK pensions market, providing information products
and services with revenues generated primarily through subscription.
Legal revenues declined 5%, due to a decline at Bond Solon which had a
significant contract win in the public sector last financial year that it
could not repeat in FY25. Pendragon had a strong year for subscription revenue
growth and again achieved very strong customer retention (99%).
Financial Services
Financial Services Insurance comprises Axco and FRA. Axco provides a broad
range of information products and services with revenues generated primarily
through subscription, and customers are spread globally.
FRA is predominantly events based. It serves the US Healthcare and Health
Insurance markets and, to a lesser extent, the US financial and legal service
communities. The prime brand is the RISE series of events that addresses the
Medicare and Medicaid markets and is attended by health plans, physician
groups and solution partners. The flagship event is RISE National which
normally takes place in March each year. Revenue from the US events is
generated from both sponsorship and delegate sales.
Financial Services Insurance revenues declined 12% overall. Axco grew revenues
by 5%, excluding currency movements, and had a strong year for subscription
revenue growth. Recurring revenue retention rates were at 99%. FRA revenues
were 25% down in sterling terms and 22% down in US dollars due to US
government and regulatory pressures disrupting the Medicare Advantage sector
in which FRA operates. FRA's customers are seeing their revenues reduced by
regulatory action and face uncertainty about future government funding which
is causing them to reduce spending and hence demand for FRA's events. The
Group is now looking to market FRA for sale, as its products have limited
digital capabilities and its revenue characteristics closely resemble the
media business we have moved away from.
Financial Services Other comprises three businesses that operate in Compliance
markets. The largest business is the International Compliance Association
('ICA'), an industry body and training business. It offers professional
development and support to compliance officers predominantly in the financial
services sector. It has offices in the UK and Dubai.
The material for ICA courses is developed by our R&D team and external
specialists. We own the associated intellectual property. Revenue earned by
ICA is primarily training income complemented by subscriptions paid by the
professional members for their ICA accreditations. The courses ICA run usually
extend over several weeks or even months. They traditionally mix distance
learning with face-to-face sessions. The distance learning element has
transitioned to online and digital variants, and virtual programmes have been
offered in place of face-to-face sessions.
The second business, CLTi, earns revenue from running professional development
programmes for wealth managers, in association with The Society of Trust and
Estate Practitioners. Wilmington has an international presence, with customers
in the UK, Europe, Asia Pacific and the US. Our consistent investment
programme in content and technology is maintaining our competitive
positioning.
The third business, Mercia, provides training for accountants in practice and
in business. It runs a mix of face-to-face, online and blended learning for
this community. It provides training at various levels including providing
continuing professional development for existing qualified accountants.
Additionally, it provides technical support to accountancy firms which enables
them to keep abreast of technical developments and changes to regulation, as
well as supporting them to promote the services they then offer to their
clients.
Mercia is predominantly UK and Ireland based reflecting the country specific
laws and accounting standards that govern the profession. Revenue in the unit
is earned through clients subscribing for ongoing training, support and other
related activities over a period of time (usually 12 months), with the rest
through one off course attendance fees. Courses are typically single or half
day events, and content is a mix of owned and third-party intellectual
property. Courses are delivered either by in-house experts or a network of
independent tutors who are paid per course that they deliver.
Financial Services Other, overall revenues grew 6%. CLTi and ICA UK and Middle
East revenues were up by 6%. Mercia revenues grew 7% and significantly
improved its recurring revenues.
Financial review
Overview
The Group performance was again strong during the year, driving ongoing growth
in revenue and profit facilitating a robust balance sheet, reflected by strong
cash conversion and net cash position. During the year we acquired Phoenix
Health & Safety, reflected full year results of the Astutis acquisition
and sold the Compliance Week businesses, all of which have a significant
effect on our balance sheet and trading.
Adjusting items, measures, and adjusted results
In this financial review reference is made to adjusted results as well as the
equivalent statutory measures. The Directors make use of adjusted results,
which are not considered to be a substitute for, or superior to, IFRS
measures, to provide stakeholders with additional relevant information and
enable an alternative comparison of performance over time. Adjusted results
exclude amortisation of intangible assets (excluding computer software),
impairments, other income (when material or of a significant nature) and other
adjusting items.
2025 2024 Absolute variance
£'m £'m £'m %
Statutory continuing revenue 101.5 98.3 3.2 3%
Continuing adjusted profit before tax 27.7 23.7 4.0 17%
Continuing adjusted profit margin % 27% 24%
Variances described as 'organic' are calculated by adjusting the revenue
change achieved year-on-year to exclude the impact of changes in foreign
currency exchange rates and also to exclude the impact of changes in the
portfolio from acquisitions and disposals.
Revenue
Group revenue increased 11% on an ongoing basis and 3% on a statutory
continuing basis. Organic revenue decreased 1% because of difficulties in the
US healthcare insurance market. The ongoing and statutory continuing increase
reflecting the impact of acquisitions and disposals carried out part way
through the year. Full details can be found in the Review of operations.
Operating expenses before amortisation of intangible assets (excluding
computer software), impairment and adjusting items
Operating expenses before amortisation of intangible assets (excluding
computer software) and impairments increased to £77.6m (2024: £76.6m).
Within operating expenses, staff costs were £43.3m (2024: £43.6m). Share
based payment costs increased £0.2m due to a full year of charge relating to
the 2024 SAYE scheme and the introduction of a third SAYE scheme, which
commenced in the year.
Non-staff costs increased by £1.3m to £34.3m (2024: £33.0m), reflecting the
current year costs of Phoenix Health & Safety from October and general
inflationary increases.
Unallocated central overheads
Unallocated central overheads, representing Board costs and head office
salaries, as well as other centrally incurred costs were £3.8m (2024:
£4.2m).
Statutory continuing adjusted profit before tax ('continuing adjusted PBT')
As a result of increased revenue and a continued focus on operational
efficiency, adjusted profit before tax, which eliminates the impact of
amortisation of intangible assets (excluding computer software), impairments,
other income and other adjusting items, was up 17% to £27.7m (2024: £23.7m).
Adjusted profit margin (adjusted PBT expressed as a percentage of revenue)
also increased to 27% (2024: 24%).
Amortisation excluding computer software, impairment, adjusting charge and
other income
Amortisation of intangible assets (excluding computer software) was £2.5m
(2024: £2.1m) representing amortisation from acquired intangibles with the
increase relating to acquisitions.
The adjusting charge of £8.6m (2024: £0.6m) representing acquisition costs
comprising earnouts of £5.9m (2024: £nil) and transaction costs of £2.7m
(2024: £0.6m).
Gain on disposals represents a net gain of £1.8m included within other income
relating to the disposal of Compliance Week, see note 11 for further details.
Operating profit
Operating profit was £14.6m (2024: £22.2m), reduction driven largely by the
prior year gain on disposal of subsidiaries of £5.9m with a lower current
year gain of £1.8m, and acquisition costs comprising earnouts in the current
year of £5.9m (2024: £nil).
Net finance income
Net finance income increased to £3.8m (2024: £2.0m), relating to interest
received on the cash balance and deferred consideration related to disposals.
Profit before taxation
Profit before taxation was £18.4m (2024: £24.2m); a reconciliation of profit
before tax to adjusted profit before tax can be found in note 3.
Taxation
The tax charge for the year was £6.8m (2024: £7.0m) reflecting an effective
tax rate of 37% (2024: 29%). The underlying tax rate which ignores the tax
effects of adjusting items decreased to 25% (2024: 27%). The decrease is due
to the taxable nature of adjusting items in both years.
Earnings per share
Adjusted basic earnings per share increased by 19% to 23.07p (2024: 19.38p)
see note 9, due to the increase in adjusted profit before tax. The number of
issued ordinary shares increased due to the issue of shares during the year.
Statutory continuing basic earnings per share was 12.87p (2024: 19.33p)
reduction driven largely by the prior year gain on disposal of subsidiaries of
£5.9m with a lower current year gain of £1.8m, and acquisition costs
comprising earnouts in the current year of £5.9m (2024: £nil), see note 9.
Ongoing adjusted basic earnings per share, excluding the results of sold and
closed businesses, increased by 20% to 23.72p (2024: 19.81p), see
reconciliation below.
2025 2024
£'m £'m
Adjusted earnings (note 9) 20.7 20.4
Remove loss/(profit) after tax of sold and closed businesses 0.6 (2.8)
Ongoing adjusted earnings 21.3 17.6
2025 2024 Variance
Number Number
Weighted average number of ordinary shares (note 9)
89,835,751 88,964,817
Ongoing adjusted basic earnings per share 23.72p 19.81p 20%
Dividend
A final dividend of 8.5p per share (2024: 8.3p) will be proposed at the AGM.
This will give a full year dividend up 2% to 11.5p (2024: 11.3p) and dividend
cover of 2.0 times (2024: 2.0 times).
If approved it will be paid on 3 December 2025 to shareholders on the register
as at 31 October 2025 with an associated ex-dividend date of 30 October 2025.
Balance sheet
Non-current assets
Goodwill at 30 June 2025 was £77.5m (2024: £52.8m). The increase is due to
the acquisition of Phoenix Health & Safety of £25.3m, offset by foreign
exchange differences.
Intangible assets increased by £7.6m to £17.8m (2024: £10.2m) due to the
acquisition of Phoenix Health & Safety of £10.1m, partly offset by
amortisation of £2.5m and foreign exchange differences.
Property, plant and equipment decreased by £1.6m to £1.5m (2024: £3.1m),
largely attributable to £1.5m of depreciation.
Deferred consideration receivable
The deferred consideration receivable balance of £16.7m (2024: £16.5m)
relates to the disposal of ICP in July 2018, the disposal of MiExact in
January 2024, and the disposal of UK Healthcare in June 2024, with £14.6m
recognised within non-current assets and the remaining £2.1m recognised
within current assets.
Trade and other receivables
Trade and other receivables increased by £0.9m to £21.2m (2024: £20.3m) the
increase arising from the acquisition of Phoenix Health & Safety.
Current tax liability
At 30 June 2025 the Group recognised a liability relating to current tax of
£0.7m (2024: £1.1m).
Deferred tax
The deferred tax liability of £3.8m (2024: £1.4m) predominantly comprises
the deferred tax liability for acquired intangibles on acquisition of Astutis
and Phoenix Health & Safety. The deferred tax credit in the P&L of
£0.1m (2024: £0.1m expense) comprises movements in capital allowances.
Trade and other payables
Trade and other payables increased by £1.9m to £52.4m (2024: £50.5m) due to
the increase in subscriptions and deferred revenue offset by the reduction in
accruals.
Provisions
Provisions were £5.9m (2024: £0.2m) the current year relating to earnouts
recognised in relation to acquisition activity.
Net cash, lease liabilities and cash flow
Net cash excluding lease liabilities, was £42.2m (2024: £67.8m). The net
cash position is driven by a strong trading performance delivering improved
profits and effective cash management despite a cash outflow of £29.2m
associated with the acquisition of Phoenix Health & Safety. Please see
note 13 for further information.
Lease liabilities decreased to £1.4m (2024: £2.8m), the decrease relates to
£1.3m (2024: £0.9m) cash payments in relation to contractual lease
obligations and disposals of £1.1m (2024: £1.3m), offset by £0.1m (2024:
£0.2m) of notional interest on lease liabilities reported within finance
income, additions of £0.9m (2024: £0.3m) for new leases and acquisitions.
Cash conversion remained strong at 107% (2024: 116%). See note 12 for further
details.
Share capital
In October 2024 Wilmington issued 657,403 ordinary voting shares of £0.05 to
satisfy the Company's obligations under its Performance Share Plan.
During the year 39,751 shares held by the Employee Share Ownership Trust
('ESOT') were used to satisfy the Company's obligations under the SAYE Plan
and 95,736 shares held by the ESOT to satisfy the Company's obligations under
its Performance Share Plan.
At 30 June 2025, the ESOT held 104,167 shares (2024: 244,522) in the Company,
which represents 0.1% (2024: 0.3%) of the called up share capital.
During the year 948,428 treasury shares were purchased under the Company's
share repurchase programme announced on 27 February 2025, this programme has
now ended. During the year 1,224 shares held in treasury were used to satisfy
the Company's obligations under the SAYE Plan. At 30 June 2025, 952,021 shares
(2024: 4,817) were held in treasury, which represents 1.1% (2024: 0.1%) of the
share capital of the Company.
Portfolio update
Acquisition of Phoenix Health & Safety
On 24 October 2024, the Group acquired 100% of the issued share capital of
Phoenix HSC (UK) Limited ('Phoenix Health & Safety'), a Company based in
the UK, for an initial consideration of £30.25m. In addition, under the terms
of the acquisition, there are future earnout payments based on Phoenix Health
& Safety's financial performance in each of the three years up to and
including 31 March 2028.
Phoenix Health & Safety offers training for a range of internationally
recognised and regulated health, safety and environmental ('HSE')
qualifications. The acquisition strengthens Wilmington's capabilities in the
provision of must-have training and education to regulated customers and
expands the Group's position in the growing HSE training market, alongside
Astutis, which was acquired in November 2023. See note 10 for further details.
Disposals
Compliance Week was sold during the year for £1.0m recognising a gain of
£1.8m included within other income. See note 11 for further details.
Consolidated income statement
for the year ended 30 June 2025
Notes Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Continuing operations
Revenue 4 101,487 98,324
Operating expenses before amortisation of intangibles excluding computer (77,636)
software, impairment and adjusting items
(76,645)
Impairment of goodwill 5b - (4,434)
Amortisation of intangible assets excluding computer software 5b (2,497) (2,090)
Adjusting items 5b (8,607) (598)
Operating expenses 5 (88,740) (83,767)
Other income - gain on disposal of subsidiaries 11 1,815 5,465
Other income - gain on disposal of property, plant and equipment and lease 4a - 2,189
modification
Operating profit 14,562 22,211
Finance income 6 3,914 2,172
Finance expense 6 (64) (175)
Profit before tax 18,412 24,208
Taxation 7 (6,852) (7,009)
Profit for the year from continuing operations 11,560 17,199
Profit for the year from discontinued operations - 24,011
Profit for the year attributable to owners of the parent 11,560 41,210
Earnings per share from continuing operations:
Basic (p) 9 12.87 19.33
Diluted (p) 9 12.67 18.96
Earnings per share from continuing and discontinued operations:
Basic (p) 9 12.87 46.32
Diluted (p) 9 12.67 45.44
Consolidated statement of comprehensive income
for the year ended 30 June 2025
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Profit for the year 11,560 41,210
Other comprehensive expense:
Items that may be reclassified subsequently to the income statement
-Currency translation differences net of amounts released to profit and loss (2,748) (238)
Other comprehensive expense for the year, net of tax (2,748) (238)
Total comprehensive income for the year attributable to owners of the parent 8,812 40,972
Consolidated balance sheet
as at 30 June 2025
2025 2024
£'000 £'000
Non-current assets
Goodwill 77,525 52,763
Other intangible assets 17,779 10,236
Property, plant and equipment 1,519 3,085
Deferred consideration receivable 14,601 14,786
111,424 80,870
Current assets
Trade and other receivables 21,226 20,339
Deferred consideration receivable 2,101 1,732
Cash and cash equivalents 42,239 67,515
Assets of disposal group held for sale - 1,196
65,566 90,782
Total assets 176,990 171,652
Current liabilities
Trade and other payables (52,439) (50,460)
Lease liabilities (478) (1,257)
Current tax liabilities (673) (1,058)
Provisions (1,109) (154)
Liabilities of disposal group held for sale - (486)
(54,699) (53,415)
Non-current liabilities
Lease liabilities (918) (1,571)
Deferred tax liabilities (3,841) (1,351)
Provisions (4,787) -
(9,546) (2,922)
Total liabilities (64,245) (56,337)
Net assets 112,745 115,315
Equity
Share capital 4,512 4,478
Share premium 46,585 47,463
Treasury and ESOT reserves (3,727) (617)
Share based payments reserve 3,192 2,889
Translation reserve 445 3,193
Retained earnings 61,738 57,909
Total equity 112,745 115,315
Consolidated statement of changes in equity
for the year ended 30 June 2025
Share capital, Share based Translation Retained earnings Total equity
share premium, payments reserve £'000 £'000
treasury shares and ESOT shares reserve £'000
£'000 £'000
At 30 June 2023 49,175 2,635 3,431 25,407 80,648
Profit for the year - - - 41,210 41,210
Other comprehensive expense for the year - - (238) - (238)
49,175 2,635 3,193 66,617 121,620
Transactions with owners:
Dividends paid - - - (9,153) (9,153)
Issue of share capital 71 - - - 71
Issue of share premium 1,910 - - - 1,910
Performance share plan awards vesting settlement via share issue - (1,109) - (139) (1,248)
Performance share plan options settlement via ESOT 127 (67) - - 60
Save As You Earn options vesting settlement via share issue - (174) - 212 38
Save As You Earn options settlement via treasury shares 1 - - - 1
Save As You Earn options settlement via ESOT 40 (29) - (7) 4
Share based payments - 1,633 - - 1,633
Tax on share based payments - - - 379 379
At 30 June 2024 51,324 2,889 3,193 57,909 115,315
Profit for the year - - - 11,560 11,560
Other comprehensive expense for the year - - (2,748) - (2,748)
51,324 2,889 445 69,469 124,127
Transactions with owners:
Dividends paid - - - (10,179) (10,179)
Issue of share capital 33 - - - 33
Issue of share premium 207 - - - 207
Correction to share premium (1,085) - - 1,085 -
Performance share plan awards vesting settlement via share issue - (1,507) - 1,458 (49)
Performance share plan options settlement via ESOT 242 - - - 242
Save As You Earn options settlement via ESOT 37 - - - 37
Treasury share purchases (3,388) - - - (3,388)
Share based payments - 1,810 - - 1,810
Tax on share based payments - - - (95) (95)
At 30 June 2025 47,370 3,192 445 61,738 112,745
Consolidated cash flow statement
for the year ended 30 June 2025
Notes Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Cash flows from operating activities
Cash generated from operations before adjusting items 12 25,464 29,747
Cash flows for adjusting items - operating activities (3,048) (1,826)
Cash flows from tax on share based payments (253) (222)
Cash generated from operations 22,163 27,699
Interest received 1,964 1,946
Tax paid (7,171) (7,115)
Net cash generated from operating activities 16,956 22,530
Cash flows from investing activities
Disposal of subsidiaries net of cash 11 792 26,561
Purchase of subsidiary net of cash 10 (29,194) (15,923)
Deferred consideration received 1,316 888
Cash flows for adjusting items - investing activities (1,307) (59)
Purchase of property, plant and equipment - (132)
Proceeds from disposal of property, plant and equipment - 884
Purchase of intangible assets - (235)
Net cash (used in)/generated from investing activities (28,393) 11,984
Cash flows from financing activities
Dividends paid to owners of the parent (10,179) (9,153)
Cash received from sale of shares for share vesting 785 927
Share issuance costs (16) (70)
Purchase of shares (3,387) -
Payment of lease liabilities (1,341) (881)
Net cash used in financing activities (14,138) (9,177)
Net (decrease)/increase in cash and cash equivalents (25,575)
25,337
Cash and cash equivalents at beginning of the year 67,808
42,173
Exchange gain on cash and cash equivalents 6 5
Cash classified as held for sale - 293
Cash and cash equivalents at end of the year 42,239
67,808
1. Nature of the Financial Statements
The following financial information does not amount to full financial
statements within the meaning of Section 434 of Companies Act 2006. The
financial information has been extracted from the Group's Annual Report and
Financial Statements for the year ended 30 June 2025 on which an unqualified
report has been made by the Company's auditors.
Financial statements for the year ended 30 June 2024 have been delivered to
the Registrar of Companies; the report of the auditors on those accounts was
unqualified and did not contain a statement under Section 498 of the Companies
Act 2006. The 2025 statutory accounts will be delivered in due course.
Information has been extracted from the draft statutory financial statements
for the year ended 30 June 2025 which will be delivered to the Registrar of
Companies in due course.
Copies of the Annual Report and Financial Statements will be made available to
shareholders shortly and printed copies will be available from the Company's
registered office at Suite 215/216 Fort Dunlop, 2nd Floor, Fort Parkway,
Birmingham, B24 9FD.
Going concern
Management prepared forecasts for the assessment period to provide a 'base
case' scenario, considered to reflect the most likely outcome based on
detailed analysis of current trading, expected future trends, and potential
impact of known risks, also building in the proposed acquisition of Conversia
which is conditional upon receiving Foreign Direct Investment clearance in
Spain. See note 14 for further information regarding the proposed acquisition
of Conversia. The acquisition of Conversia would trigger a net debt position
and therefore this additional testing focuses on headroom in relation to
liquidity limits and covenant compliance. The results of the base case
scenario modelling demonstrate adequate resources to continue in operational
existence and meet liabilities as they fall due at all relevant testing dates.
The subsequent analysis focused on applying the 'reverse stress test' to the
base case in order to demonstrate the conditions under which a threat to
business continuity could materialise and its impact.
The Group has also performed a detailed analysis to support the use of the
going concern basis in preparing its consolidated financial statements for the
year ended 30 June 2025, covering an assessment period to 30 September 2026.
The scenarios modelled in the stress testing exercise including Conversia
demonstrated considerable headroom in relation to liquidity limits and
covenant compliance in accordance with the debt commitment letter at all
relevant testing dates. In the unlikely event that the proposed acquisition
does not finalise, scenarios modelled demonstrated that the Group remains in a
net cash position throughout the going concern period, and it is therefore not
considered plausible for the Group to be in a scenario where it was unable to
meet its liquidity needs. The review therefore focused on other potential
scenarios that would create a going concern risk. The reverse stress testing
exercise demonstrated that there would need to be a significant and sustained
drop in the Group's profitability in combination with an associated demand for
cash, impacting the headroom or liquidity position. To determine the
likelihood of this scenario occurring, extreme downside assumptions were
applied and layered to the base case as follows:
• cancellation of flagship events;
• significant customer disruption causing material revenue loss; and
• significant inflationary pressures and supply disruption with
associated material cost impact.
The application of the downside scenarios including the proposed acquisition
of Conversia with a net debt position did not trigger a covenant breach in
accordance with the debt commitment letter at the relevant testing dates. The
application of these downside assumptions excluding Conversia did not trigger
a net debt scenario at any relevant testing date. To gain further assurance
over this conclusion, it has however, considered a range of mitigative actions
that could be applied to protect the Group's position as follows:
• reduce controllable costs, for example discretionary reward,
recruitment freezes and travel restrictions;
• optimise working capital by negotiating longer payment terms
whilst continuing to pay suppliers in full;
• limit capital expenditure on new product development; and
• implement strategic action in respect of the Group's asset base.
Based on the assessment performed, together with the performance of the Group
to date in the financial year ending 30 June 2026, the Directors consider that
the Group has adequate resources to continue in operational existence and meet
its liabilities as they fall due over the going concern assessment period.
Accordingly the Directors have concluded that it was appropriate to adopt the
going concern basis in preparing the financial statements.
2. Statement of accounting policies
The preliminary announcement for the year ended 30 June 2025 has been prepared
in accordance with UK adopted international accounting standards (UK adopted
IAS). The accounting policies applied in this preliminary announcement are
consistent with those reported in the Group's Annual Financial Statements for
the year ended 30 June 2024. There was no material effect from the adoption of
new standards or interpretations in the year ended 30 June 2025.
3. Measures of profit
Reconciliation to profit on continuing activities before tax
To provide shareholders with additional understanding of the trading
performance of the Group, adjusted EBITA has been calculated as profit before
tax after adding back:
• impairment of goodwill;
• amortisation of intangible assets excluding computer software;
• adjusting items (included in operating expenses);
• other income - gain on disposal of subsidiaries;
• other income - gain on disposal of property, plant and equipment
and lease modification; and
• net finance income.
Adjusted profit before tax, adjusted EBITA and adjusted EBITDA reconcile to
profit on continuing activities before tax as follows:
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Profit before tax 18,412 24,208
Impairment of goodwill - 4,434
Amortisation of intangible assets excluding computer software 2,497 2,090
Adjusting items (included in operating expenses) 8,607 598
Other income - gain on disposal of subsidiaries (1,815) (5,465)
Other income - gain on disposal of property, plant and equipment and lease - (2,189)
modification
Adjusted profit before tax 27,701 23,676
Net finance income (3,850) (1,997)
Adjusted operating profit ('adjusted EBITA') 23,851 21,679
Depreciation of property, plant and equipment included in operating expenses 619 1,711
Amortisation of intangible assets - computer software 32 1,004
Adjusted EBITA before depreciation ('adjusted EBITDA') 24,502 24,394
Adjusted EBITA 23,851 21,679
Add EBITA from statutory discontinued operations - 3,874
Total Group adjusted EBITA 23,851 25,553
Adjusted profit before tax 27,701 23,676
Add adjusted profit before tax from statutory discontinued operations - 3,874
Total Group adjusted profit before tax 27,701 27,550
Remove operating loss/(profit) from sold and closed businesses 662 (3,484)
Ongoing adjusted profit before tax 28,363 24,066
Organic revenue and ongoing revenue reconcile to statutory continuing revenue
as follows:
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Organic revenue 83,688 84,836
Adjust constant currency impact (583) -
Add acquisitions 16,432 4,837
Ongoing revenue 99,537 89,673
Add non-core revenue 1,950 8,651
Statutory continuing revenue 101,487 98,324
4. Segmental information
In accordance with IFRS 8 the Group's operating segments are based on the
operating results reviewed by the Executive Board, which represents the chief
operating decision maker.
The operating segments reflect the internal reporting provided to the Chief
Operating Decision Maker (the Executive Board) on a regular basis to assist in
making decisions and to assess performance.
The Group's dynamic portfolio provides customers with a range of information,
data, training and education solutions. The Board considers the business from
both a geographic and product perspective. Geographically, management
considers the performance of the Group between the UK, Europe (excluding the
UK), the USA and the Rest of the World.
a) Business segments
Revenue Profit/(loss) Revenue Profit/(loss)
Year ended Year ended Year ended Year ended
30 June 2025 30 June 2025 30 June 2024 30 June 2024
£'000 £'000 £'000 £'000
HSE 16,432 3,538 4,837 1,201
Legal 15,142 6,543 15,986 6,173
Financial Services 67,963 20,232 68,850 20,726
Ongoing 99,537 30,313 89,673 28,100
Non-core 1,950 (662) 8,651 (390)
Group total 101,487 29,651 98,324 27,710
Unallocated central overheads - (3,755) - (4,166)
Share based payments - (2,045) - (1,865)
101,487 23,851 98,324 21,679
Impairment of goodwill - (4,434)
Amortisation of intangible assets excluding computer software (2,497) (2,090)
Adjusting items (included in operating expenses) (8,607) (598)
Other income - gain on disposal of subsidiaries 1,815 5,465
Other income - gain on disposal of property, plant and equipment and lease - 2,189
modification
Net finance income 3,850 1,997
Profit before tax from continuing operations 18,412 24,208
Taxation (6,852) (7,009)
Profit for the financial year from continuing operations 11,560 17,199
There are no intra-segmental revenues which are material for disclosure.
Unallocated central overheads represent central costs that are not
specifically allocated to segments. Total assets and liabilities for each
reportable segment are not presented, as such information is not provided to
the Board.
b) Segmental information by geography
The UK is the Group's country of domicile and the Group generates the majority
of its revenue from external customers in the UK. The geographical analysis of
revenue is on the basis of the country of origin in which the customer is
invoiced:
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
UK 61,533 52,353
USA 19,597 25,761
Europe (excluding the UK) 10,879 10,777
Rest of the World 9,478 9,433
Revenue from continuing operations 101,487 98,324
c) Timing of revenue recognition
The timing of the Group's revenue recognition is as follows:
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Revenue from products and services transferred at a point in time 69,567 60,322
Revenue from products and services transferred over time 31,920 38,002
Revenue from continuing operations 101,487 98,324
During the year the Group recognised £27,887,000 of revenue that was held as
a contract liability at 30 June 2024 (2024: £33,659,000 related to amounts
held at 30 June 2023).
5. Profit from continuing operations
a) Profit for the year from continuing operations is stated after
charging/(crediting):
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Depreciation of property, plant and equipment - included in operating expenses 619 1,711
Short-term and low-value leases 433 143
Amortisation of intangible assets - computer software 32 1,004
Share based payments (including social security costs) 2,045 1,865
Amortisation of intangible assets excluding computer software 2,497 2,090
Adjusting items (included in operating expenses) 8,607 598
Adjusting item - gain on disposal of subsidiaries (1,815) (5,465)
Adjusting item - gain on sale of property, plant and equipment and lease - (2,189)
modification
Impairment of goodwill - 4,434
Foreign exchange (gain)/loss (428) 87
Fees payable to the auditor for the audit of the Company and consolidated 259 249
financial statements
Fees payable to the auditor and their associates for other services:
- The audit of the Company's subsidiaries pursuant to legislation 150 251
- Audit related other services 12 18
b) Adjusting items
The following items have been charged to the income statement during the year
but are considered to be adjusting so are shown separately:
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Expense relating to strategic activities 8,607 598
Other adjusting items (included in operating expenses) 8,607 598
Impairment of goodwill - 4,434
Amortisation of intangible assets excluding computer software 2,497 2,090
Total adjusting items (classified in profit before tax) 11,104 7,122
Strategic activities represent acquisition costs comprising earnouts in
relation to the acquisitions of Astutis and Phoenix of £5.9m (2024: £nil)
and strategic transaction costs relating to acquisitions and disposals of
£2.7m (2024: 0.6m).
6. Finance income and expense
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Interest receivable on cash and cash equivalents 1,987 1,953
Unwinding of the discount on deferred consideration receivable 1,927 219
Finance income 3,914 2,172
Interest expense for lease liabilities (64) (175)
Finance expense (64) (175)
Net finance income 3,850 1,997
7. Taxation
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Current tax
UK corporation tax at current rates on UK profits for the year 6,317 5,009
Adjustments in respect of previous years (44) 394
6,273 5,403
Foreign tax 526 1,568
Adjustments in respect of previous years 175 (19)
Total current tax 6,974 6,952
Total deferred tax (122) 57
Taxation from continuing operations 6,852 7,009
Factors affecting the tax charge for the year:
The effective tax rate is higher (2024: higher) than the average rate of
corporation tax in the UK of 25.0% (2024: 25.0%). The differences are
explained below:
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Profit before tax 18,412 24,208
Profit before tax multiplied by the average rate of corporation tax in the 4,603
year of 25.0% (2024: 25.0%)
6,052
Tax effects of:
Impairment of goodwill - 1,109
Gain on disposal of subsidiaries (454) (1,367)
Foreign tax rate differences (73) 156
Adjustment in respect of previous years 132 379
Amortisation not deductible or subject to deferred tax 624 623
Expenses not deductible for tax 2,142 -
Deferred tax UK intangibles and capital allowances movement (362) (88)
Effect on deferred tax of a change in the corporation tax rate - 408
Other deferred tax movements 240 (263)
Taxation from continuing operations 6,852 7,009
Deferred tax assets and liabilities are measured at the rates that are
expected to apply in the periods of the reversal.
The Company's profits for this accounting year are taxed at an effective rate
of 37.2% (2024: 29.4%).
The tax effect of adjusting items as disclosed in note 9 is a credit of
£122,000 (2024: expense of £571,000).
8. Dividends
Amounts recognised as distributions to owners of the parent in the year:
Year ended Year ended Year ended Year ended
30 June 30 June 30 June 30 June
2025 2024 2025 2024
Pence Pence £'000 £'000
per share per share
Final dividends recognised as distributions in the year 8.3 7,478
7.3 6,473
Interim dividends recognised as distributions in the year 3.0 2,701
3.0 2,680
Total dividends paid 10,179 9,153
Final dividend proposed 8.5 8.3 7,580 7,297
9. Earnings per share
Adjusted earnings per share has been calculated using adjusted earnings
calculated as profit after taxation but before:
• impairment of goodwill;
• amortisation of intangible assets excluding computer software;
• adjusting items (included in operating expenses);
• other income - gain on disposal of subsidiaries; and
• other income - gain on disposal of property, plant and equipment
and lease modification.
The calculation of the basic and diluted earnings per share is based on the
following data:
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Continuing operations:
Earnings from continuing operations for the purpose of basic earnings per 11,560 17,199
share
Add/(remove):
Impairment of goodwill - 4,434
Amortisation of intangible assets excluding computer software 2,497 2,090
Adjusting items (included in operating expenses) 8,607 598
Other income - gain on disposal of subsidiaries (1,815) (5,465)
Other income - gain on disposal of property, plant and equipment and lease - (2,189)
modification
Tax effect of adjustments above and deferred tax (122) 571
Adjusted earnings for the purposes of adjusted earnings per share 20,727 17,238
Continuing and discontinued operations:
Earnings from total operations for the purpose of basic earnings per share 11,560
41,210
Add/(remove):
Impairment of goodwill - 4,434
Amortisation of intangible assets excluding computer software 2,497 2,637
Adjusting items (included in operating expenses) 8,607 598
Other income - gain on disposal of subsidiaries (1,815) (26,831)
Other income - gain on disposal of property, plant and equipment and lease - (2,189)
modification
Tax effect of adjustments above and deferred tax (122) 571
Adjusted earnings for the purposes of adjusted earnings per share 20,727 20,430
2025 2024
Number Number
Continuing operations:
Weighted average number of ordinary shares for the purposes of basic and 89,835,751
adjusted earnings per share
88,964,817
Effect of dilutive potential ordinary shares:
Future exercise of share awards and options 1,370,720 1,722,761
Weighted average number of ordinary shares for the purposes of diluted and 91,206,471
adjusted diluted earnings per share
90,687,578
Continuing and discontinued operations:
Weighted average number of ordinary shares for the purposes of basic and 89,835,751
adjusted earnings per share
88,964,817
Effect of dilutive potential ordinary shares:
Future exercise of share awards and options 1,370,720 1,722,761
Weighted average number of ordinary shares for the purposes of diluted and 91,206,471
adjusted diluted earnings per share
90,687,578
Continuing operations:
Basic earnings per share 12.87p 19.33p
Diluted earnings per share 12.67p 18.96p
Adjusted basic earnings per share ('adjusted earnings per share') 23.07p 19.38p
Adjusted diluted earnings per share 22.73p 19.01p
Continuing and discontinued operations:
Basic earnings per share 12.87p 46.32p
Diluted earnings per share 12.67p 45.44p
Adjusted basic earnings per share ('adjusted earnings per share') 23.07p 22.96p
Adjusted diluted earnings per share 22.73p 22.53p
10. Acquisition of Phoenix Health & Safety
On 24 October 2024, the Group acquired 100% of the issued share capital of
Phoenix HSC (UK) Limited ('Phoenix Health & Safety'), a Company based in
the United Kingdom, for an initial consideration of £30.25m. In addition,
under the terms of the acquisition, there are additional earnout payments
based on Phoenix Health & Safety's financial performance in each of the
three years ending 31 March 2028. As the deferred payments are linked to
employment, they are recognised as a separate transaction in each period
respectively as they fall due.
Phoenix Health & Safety offers training for a range of internationally
recognised and regulated health, safety and environmental ('HSE')
qualifications. The acquisition strengthens Wilmington's capabilities in the
provision of must-have training and education to regulated customers and
expands the Group's position in the growing HSE training market, alongside
Astutis, which was acquired in November 2023. The acquisition is consistent
with Wilmington's strategic aim to build on its already strong presence in
large and growing GRC markets. These markets are underpinned by strong macro
drivers, particularly the increasing volume and enforcement of regulation, the
increased importance of ESG and widespread adoption of technological and
data-driven compliance solutions. Wilmington focuses on assets which operate
in attractive market segments, having strong leadership and sustainable
competitive advantages. Phoenix Health & Safety has demonstrated a strong
track record of organic growth over a number of years.
The fair value of the net assets acquired in the business at acquisition date
including acquired intangibles was £5.8m, resulting in goodwill on
acquisition of £25.3m. Goodwill acquired relates to future customer
relationships, the assembled workforce and expanded access to the health,
safety and environmental markets. Acquisition related charges include
transaction costs of £1.0m relating to the acquisition of Phoenix Health
& Safety. The results of the acquisition included in the Group's
consolidated results are revenue of £7.5m and an operating profit of £1.5m.
Due to limitations in available data for the pre-acquisition period, the
Directors consider that it is impracticable to disclose the results of the
combined entity as though the acquisition had impacted the Group's
consolidated results for the full year. The goodwill recognised is not
deductible for tax purposes. The difference between the initial consideration
of £30.25m and the total cash consideration of £31.2m is the net cash
adjustment after the initial consideration as agreed in the share purchase
agreement.
A summary of the acquisition is detailed below:
£'000
Fair value of net assets acquired
Intangibles 10,068
Property, plant and equipment 58
Trade and other receivables 1,309
Cash and cash equivalents 1,967
Trade and other payables (4,949)
Deferred tax liability (2,517)
Lease liability (109)
Net assets acquired 5,827
Goodwill 25,334
Total cash consideration 31,161
Cash acquired (1,967)
Total cash outflow 29,194
The Group recognised a provision of £4.0m for the earnout in relation to the
Phoenix Health & Safety acquisition for the first eight months of
ownership at 30 June 2025. The provision is based on assumptions and
estimates where the ultimate outcome may be different from the amount
provided. The provision reflects the Group's best estimate of the probable
exposure as at 30 June 2025.
11. Disposal of Compliance Week
On 28 February 2025 the Group disposed of its compliance, news and events
business, Compliance Week, for consideration of $1.2m in cash before working
capital adjustments and recognised a gain on disposal of £1.8m presented
within other income.
The disposal was executed by way of the sale of 100% of the equity shares. Net
assets on disposal were £0.1m.
The Group is focused on actively managing our portfolio by assessing the
potential of each business to exhibit the six common Wilmington
characteristics that we recognise as key drivers of organic revenue growth and
profitability improvement. Consequently, as a result of this assessment, the
Board decided to exit the Compliance Week business. Compliance Week was
classified as a disposal group held for sale under IFRS 5 in the financial
year ended 30 June 2024. Compliance Week was not classified as a discontinued
operation under IFRS 5 because it does not meet the IFRS 5 criteria as a
significant line of business.
The disposal was executed by way of the sale of 100% of the equity shares and
at the disposal date, the net assets were as follows:
£'000
Goodwill 360
Trade and other receivables 281
Cash and cash equivalents 167
Trade and other payables (665)
Net assets disposed 143
Directly attributable costs of disposal 211
Recycling of foreign exchange gain (1,452)
Gain on disposal included within other income 1,815
Fair value of consideration 717
Satisfied by:
Cash and cash equivalents after working capital adjustment 717
Cash received 959
Less cash disposed (167)
Total cash inflow 792
12. Cash generated from operations
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
From continuing and discontinued operations:
Profit/(loss) before tax from continuing operations 18,412 24,208
Profit before tax from discontinued operations - 24,694
Adjusting item - gain on disposal of subsidiaries included in continuing (1,815) (5,465)
operations
Adjusting item - gain on disposal of subsidiaries included in discontinued - (21,367)
operations
Adjusting item - gain on sale of property, plant and equipment and lease - (2,189)
modification (see note 4a)
Adjusting items 8,607 598
Depreciation of property, plant and equipment included in operating expenses 619 1,851
Amortisation of intangible assets (continuing and discontinued) 2,529 3,662
Impairment of goodwill - 4,434
Share based payments (including social security costs) 2,045 1,865
Net finance income (3,850) (1,997)
Operating cash flows before movements in working capital 26,547 30,294
Decrease/(increase) in trade and other receivables 405 (2,784)
(Decrease)/increase in trade and other payables (7,230) 2,545
Increase/(decrease) in provisions 5,742 (308)
Cash generated from operations before adjusting items 25,464 29,747
Cash conversion is calculated as a percentage of cash generated by operations
to adjusted EBITA as follows:
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
From continuing and discontinued operations:
Funds from operations before adjusting items:
Adjusted EBITA from continuing operations (note 3) 23,851 21,679
Adjusted EBITA from discontinued operations - 3,874
Share based payments (including social security costs) 2,045 1,865
Amortisation of intangible assets - computer software (continuing and 32 1,025
discontinued)
Depreciation of property, plant and equipment (continuing and discontinued) 619 1,851
Operating cash flows before movement in working capital 26,547 30,294
Net working capital movement (1,083) (547)
Funds from operations before adjusting items 25,464 29,747
Cash conversion 107% 116%
Year ended Year ended
30 June 30 June
2025 2024
£'000 £'000
Free cash flow:
Operating cash flows before movement in working capital 26,547 30,294
Proceeds on disposal of property, plant and equipment - 884
Net working capital movement (1,083) (547)
Interest received 1,964 1,946
Payment of lease liabilities (1,341) (881)
Tax paid (7,171) (7,115)
Purchase of property, plant and equipment - (132)
Purchase of intangible assets - (235)
Free cash flow 18,916 24,214
13. Reconciliation of net cash movements
Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Cash and cash equivalents at beginning of the year 67,515 42,173
Cash classified as held for sale at beginning of the year 293 -
Lease liabilities at beginning of the year (2,828) (7,210)
Net cash at beginning of the year including lease liabilities 64,980 34,963
Net (decrease)/increase in cash and cash equivalents (25,569)
25,635
Movement in lease liabilities 1,432 4,382
Cash and cash equivalents at end of the year 42,239 67,515
Cash classified as held for sale at end of the year - 293
Lease liabilities at end of the year (1,396) (2,828)
Net cash at end of the year including lease liabilities 40,843 64,980
14. Events after the reporting period
Proposed acquisition
In August 2025, post year-end, the Group agreed to acquire Conversia for
€121.6m (£105m), a business operating in the Spanish GRC and regulatory
compliance market. Conversia operates in the large, growing and rapidly
evolving Spanish GRC and regulatory compliance market, providing proprietary
RegTech documentation generation software solutions, primarily in the Data
Privacy sector.
Conversia enables an addressable target market of 3.2 million SMEs and
homeowner associations in Spain to comply with a wide range of legally
required regulations. Data Privacy is at the core of the proposition.
Conversia also offers complementary training solutions with all course
materials developed internally. Conversia is the market leader in its sector
with significant market headroom and growth opportunities. It is managed by an
experienced and successful management team headquartered in Barcelona, Spain,
who are incentivised to remain in the business for a minimum of five years.
The Acquisition is a further execution of the Group's strategy to expand its
positions in the GRC markets, and grow its quality of revenues and profits,
both organically and through acquisitions, by investing in its business and
actively managing its portfolio of brands. It also expands Wilmington's
position in a new sector, Data Privacy.
The Group is paying a consideration of €121.6 million (£105.0 million) in
cash on completion of the Acquisition. The consideration will be financed
through a combination of the Group's existing cash resources (£35 million)
and an £80 million new debt facility to be entered into prior to Completion.
Further details regarding the new debt facilities will be announced at the
relevant time. At Completion of the Acquisition, the Group's debt leverage
ratio will be in the region of 2x, reducing to below this level within the
first full year.
The Acquisition is expected to be earnings accretive in the first full year of
ownership. Conversia recorded revenues of €36.6 million in the year to 30
June 2025 and €9.3 million of EBITDA. It has seen double-digit revenue
growth rates in recent years and improving profit margins, which Wilmington
anticipates will continue. Its subscription-based revenue model ensures high
levels of annual recurring revenue (over 70 per cent. of total revenue).
Conversia had gross assets of €23.1 million at 30 June 2025. Completion of
the Acquisition is conditional upon receiving Foreign Direct Investment
clearance in Spain, which is expected between eight to twelve weeks from
August 2025, subject to customary requests or inquiries for information from
the relevant authorities.
At the date of this announcement, the initial accounting for the business
acquisition including fair value accounting is incomplete because we do not
yet own the entity and are going through a process to acquire the business
with the relevant authorities. Accordingly, the Group has not finalised the
accounting and does not yet have the relevant date to calculate opening
balances from.
Decision to start a process to sell FRA
In September 2025 we made the decision to start a process to sell FRA, our US
events business, as its products have limited digital capabilities and its
revenue characteristics closely resemble the media businesses we have moved
away from, and this will improve our quality of earnings. The decision has not
yet met the criteria to classify as a business held for sale under IFRS 5,
because as at the annual report signing date the sale is not highly probable
as we have not yet initiated an active plan to locate a buyer.
1 (#_ftnref1) Ongoing - eliminating the effects of the impact of disposals,
closures and businesses held for sale - see note 3; Organic - Ongoing,
eliminating acquisitions and exchange rate fluctuations - see note 3.
2 (#_ftnref2) Ongoing adjusted profit before tax - see note 3.
3 (#_ftnref3) Ongoing adjusted basic earnings per share - see financial
review; Basic earnings per share - see note 9. Total results include
continuing and discontinued operations.
4 (#_ftnref4) Net cash includes cash and cash equivalents, bank loans
(excluding capitalised loan arrangement fees) and bank overdrafts but excludes
lease liabilities - see note 13.
5 (#_ftnref5) Recurring revenue - those contracted at least one year ahead.
6 (#_ftnref6) Ongoing - eliminating the effects of the impact of disposals,
closures and businesses held for sale; Organic - Ongoing, eliminating
acquisitions and exchange rate fluctuations.
7 (#_ftnref7) The HSE division consists of the Astutis and Phoenix Health
& Safety businesses.
8 (#_ftnref8) The Legal division consists of the Bond Solon and Pendragon
businesses.
9 (#_ftnref9) The Financial Services division consists of Axco & FRA in
the Insurance subdivision and Mercia, CLTi & the ICA businesses within the
Other subdivision.
10 (#_ftnref10) Total revenue & operating profit includes all results in
the Group including non-core businesses consisting of Compliance Week and ICA
Singapore & Malaysia. FY24 also includes MiExact and statutory
discontinued European Healthcare.
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 FR SFLFUUEISEFU
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Wilmington
See all newsREG - Wilmington PLC - Director/PDMR Shareholding
AnnouncementREG - Wilmington PLC - Financial results for the year ended 30 June 2025
AnnouncementREG - Wilmington PLC - Holding(s) in Company
AnnouncementREG - Wilmington PLC - Notice of year-end results
AnnouncementREG - Wilmington PLC - Holding(s) in Company
Announcement