REG - Wilmington PLC - Proposed acquisition of Conversia

WilmingtonAnnouncement

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RNS Number : 9586U  Wilmington PLC  12 August 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
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

12 August 2025

 

Wilmington plc

 

Proposed acquisition of RegTech software business Conversia for €121.6
million

 

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, announces that it has, through a wholly owned subsidiary,
agreed to acquire, subject to Foreign Direct Investment clearance in Spain,
RegTech software business Professional Group Conversia, S.L.U. ("Conversia")
from Arraigo Midco, S.L. ("Arraigo"), a Spanish investment company, for a cash
consideration of €121.6 million (£105.0 million) (the "Acquisition").

 

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.

 

Highlights

 

·      Earnings enhancing acquisition - expands Wilmington's
international position in GRC Data Privacy markets and is expected to grow
quality of revenues and profits.

·      In the year to 30 June 2025, Conversia generated revenues of
€36.6 million and €9.3 million of EBITDA:

o  achieved double-digit revenue growth rates in recent years with improving
profit margins; and

o  operates a subscription-based revenue model with over 70 per cent. annual
recurring revenue.

·      Conversia is the market leader in an addressable target market of
3.2 million small and medium-sized enterprises ("SMEs") and homeowner
associations in Spain, with significant headroom for growth.

·      Managed by an experienced and successful team, incentivised to
remain for at least five years.

·      Consideration of €121.6 million (£105.0 million) payable in
cash from a combination of the Group's existing cash resources (£35 million)
and £70 million from new debt facilities be entered into prior to completion
of the Acquisition ("Completion").

·      Wilmington's debt leverage ratio will be in the region of 2x,
reducing to below this level within the first full year.

 

Overview of Conversia

 

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.

 

Strategic reasons for the Acquisition

 

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 £70 million from new debt facilities 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 the date of this Announcement, subject to customary requests or inquiries
for information from the relevant authorities.

 

Further information on the Acquisition can be found below.

 

Mark Milner, Chief Executive Officer of Wilmington, said:

 

"This earnings enhancing acquisition will extend our reach in the GRC markets
and opens up a new horizontal for us in the regulated Data Privacy sector. We
plan to expand our products and services into this sector.

 

"Conversia is the industry leader in a rapidly growing market in Spain for the
provision of software and RegTech solutions, helping small and medium-sized
enterprises meet legally regulated Data Privacy compliance requirements.

 

"It operates in a large addressable target market, delivering high quality
revenues of which greater than 70 per cent. are annually recurring, and is led
by an impressive, successful, and committed management team.

 

"This acquisition will add significant value across all our stakeholders. We
look forward to welcoming Alfonso and his team to Wilmington."

 

Alfonso Corral, Director General of Conversia, said:

 

"Joining Wilmington represents an extraordinary opportunity to accelerate our
growth and consolidate our leadership in the regulatory compliance market for
SMEs. We share with Wilmington a forward-looking vision based on technological
innovation, operational excellence, and a strong commitment to our clients.

 

"Our team has consistently shown its ability to transform a complex regulatory
environment into an opportunity to deliver value and build trust through our
solutions. We will continue to work with the same dedication and ambition -
now with the support of a global group like Wilmington - to expand our reach,
diversify our offering, and strengthen our relationship with our clients.

 

"I would like to thank Mark for his trust in our team and in the value we have
built over the years. His strategic vision and clear commitment to the GRC
sector have been instrumental in making this integration both solid and
forward-thinking. I embrace this new chapter with excitement, responsibility,
and full confidence in all that lies ahead."

 

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

 

An explanatory presentation is available on wilmingtonplc.com

 

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 650 people and sells to
around 120 countries. Wilmington is listed on the main market of the London
Stock Exchange.

 

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

The person responsible for arranging the release of this Announcement on
behalf of Wilmington is Guy Millward, Chief Financial Officer of Wilmington.

 

 

Further Information on the Acquisition

 

UK Listing Rules

 

The Acquisition, because of its size in relation to Wilmington, constitutes a
'significant transaction' for the purposes of the UK Listing Rules made by the
Financial Conduct Authority (the "UKLRs") pursuant to Part VI of the Financial
Services and Markets Act 2000 (as amended) and is therefore notifiable in
accordance with UKLR 7.3.1R and 7.3.2R. In accordance with the UKLRs, the
Acquisition is not subject to shareholder approval.

 

Board's views on the Acquisition

 

The board of directors of Wilmington (the "Board"), taking into account both
the strategic and financial rationale of the Acquisition, believes that the
Acquisition is in the best interests of Wilmington's shareholders as a whole.

 

Financial information

 

The financial information in relation to Conversia in this Announcement has
been extracted from unaudited management accounts for the 12-month period
ended 30 June 2025, prepared in accordance with Spanish GAAP.

 

Risk Factors

 

The Group may fail to realise, or it may take longer than expected to realise,
the full expected benefits of the Acquisition

 

The Group may not realise the full anticipated benefits that Wilmington
expects will arise as a result of the Acquisition, or may encounter
difficulties, higher costs or delays in achieving those anticipated benefits.
Any failure to realise the anticipated benefits that the Company expects to
arise as a result of the Acquisition, or any delay in achieving such
anticipated benefits, could have a material and adverse impact on the Group.
Accordingly, Wilmington is, together with its advisers, preparing an
integration plan and will leverage experiences of successfully integrating
previous acquisitions.

 

Completion of the Acquisition is subject to the satisfaction of Foreign Direct
Investment clearance, and if the Acquisition does not complete because this
condition is not satisfied, the Company will not realise the perceived
benefits of the Acquisition

 

Completion of the Acquisition is subject only to receipt of Foreign Direct
Investment clearance in Spain. There is no guarantee that this condition will
be satisfied. Failure to satisfy this condition may result in the Acquisition
not completing. If the Acquisition does not complete, the Group will not
benefit from the expected benefits of the Acquisition. As a result, there is a
risk that the Company may incur significant expenditure in connection with, or
to satisfy, such condition which will be in addition to the actual costs of
the Acquisition and the integration process. There can be no assurance that
the condition to the closing of the Acquisition will be satisfied, waived or
fulfilled in a timely fashion or that the Acquisition will be completed.

 

At the time the Conversia Acquisition Agreement is signed, the Group will not
have entered into the proposed new debt facilities and instead will rely on
debt commitment letters until such facilities are in place

 

Although the debt commitment letters will be provided by the Group's bankers,
with whom it has a strong relationship, it offers less contractual certainty
than a signed facilities agreement. Accordingly, there is a risk that the new
debt facilities may not be executed as anticipated under the debt commitment
letters. Any changes could impact borrowing costs, covenants or other critical
aspects of the financing arrangements.

 

Furthermore, delays in executing the new debt facilities could affect the
timing of the Acquisition and the availability of funds to pay the
consideration in full. This could lead to penalties, increased costs, or
termination of the Acquisition.

 

Contracts entered into in connection with the Acquisition

 

On 12 August 2025, Wilmington Publishing & Information Limited (the
"Purchaser"), a wholly-owned subsidiary of Wilmington plc, entered into a
share purchase agreement (the "Conversia Acquisition Agreement") to acquire
100 per cent. of Conversia from Arraigo. The total consideration payable for
the Acquisition is €121.6 million (£105.0 million) on a cash and debt free
basis, subject to a customary "completion accounts" adjustment process.

 

The Acquisition is conditional exclusively upon obtaining Foreign Direct
Investment clearance in Spain.

 

Arraigo has given certain customary representations and warranties in relation
to the Acquisition. The Acquisition is on customary nil-recourse basis, with
the Purchaser's recourse limited, save in respect of fraud and certain
specific indemnities covered by Arraigo, to recover under a representations
and warranties insurance policy entered in connection with the Acquisition.

 

Arraigo has also given customary gap covenants restricting the conduct of
certain activities of Conversia prior to closing without the prior written
consent of the Purchaser. Likewise, Arraigo has undertaken certain
non-solicitation covenants to preserve business continuity of Conversia after
closing. Finally, in connection with the Acquisition, certain employment
conditions and management incentives of the senior managers of Conversia have
been adjusted to have them aligned with the Group's standard management
employment conditions and incentives.

 

The Conversia Acquisition Agreement is governed by the laws of Spain.

 

Related party transactions

 

Wilmington has not entered into any related party transactions that are
relevant to the Acquisition and have not been published prior to the release
of this Announcement.

 

Legal and arbitration proceedings

 

There are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which Wilmington is
aware), during the period covering the 12 months preceding the date of this
Announcement which may have, or have had in the recent past, significant
effects on the Group's or Conversia's financial position or profitability.

 

Material contracts of Wilmington

 

The following contracts have been entered into by Wilmington or its subsidiary
undertakings (not being contracts in the ordinary course of business): (i)
within the period of two years immediately preceding the date of this
Announcement and that are, or may be, material to Wilmington; or (ii) that
contain any provisions under which Wilmington or any of its subsidiary
undertakings has any obligation or entitlement that is, or may be, material to
Wilmington:

Acquisition of Phoenix Health & Safety

On 24 October 2024, Wilmington and Wilmington Legal Limited ("Wilmington
Legal") entered into an agreement with the shareholders of Phoenix HSC (UK)
Limited ("Phoenix Health and Safety") to acquire Phoenix Health and Safety
(the "Phoenix Acquisition Agreement"). The Group paid an initial cash
consideration of £30.25 million, with additional contingent consideration
payable based on Phoenix Health & Safety's financial performance in each
of the three years ending 31 March 2028.  The Phoenix Acquisition Agreement
contained warranties, indemnities and covenants customary for a transaction of
this nature and is governed by and construed in accordance with the laws of
England and Wales.

Disposal of UK Healthcare Business

On 27 June 2024, Wilmington Insight Limited entered into an agreement to sell
its UK Healthcare Business, which included the entire issued share capitals of
Wilmington Healthcare Limited and Interactive Medica SL, to Inspirit Franklin
Holdings Ltd ("Inspirit")(the "UK Healthcare Disposal Agreement"). The initial
consideration payable under the UK Healthcare Disposal Agreement was
approximately £21.3 million comprising approximately £4.8 million in cash
with the balance satisfied through the issue by Inspirit of secured loan
notes. The UK Healthcare Disposal Agreement contained warranties, indemnities
and covenants customary for a transaction of this nature and is governed by
and construed in accordance with the laws of England and Wales.

Disposal of French healthcare business, APM

On 26 April 2024, Wilmington entered into an agreement to sell its French
healthcare business, APM, to Philia Medical Editions SAS, a subsidiary of
Europa Group (the "APM Disposal Agreement"). The €26 million consideration
payable under the APM Disposal Agreement was paid in cash on completion. The
APM Disposal Agreement contained warranties, indemnities and covenants
customary for a transaction of this nature and is governed by and construed in
accordance with the laws of France.

Disposal of MiExact

On 1 February 2024, Wilmington and Wilmington Publishing & Information
Limited entered into an agreement to sell the Group's mortality data business,
MiExact, to Information Services Bidco Limited (the "MiExact Disposal
Agreement"). The £9.6 million consideration payable under the MiExact
Disposal Agreement consisted of an initial £6.6 million of cash paid on
completion and £3 million of loan notes with a 7 per cent. coupon, deferred
for up to three years. The MiExact Disposal Agreement contained warranties,
indemnities and covenants customary for a transaction of this nature and is
governed by and construed in accordance with the laws of England and Wales.

Acquisition of Astutis Limited

On 23 November 2023, Wilmington and Wilmington Legal entered into an agreement
with the shareholders of Astutis Limited ("Astutis") to acquire Astutis (the
"Astutis Acquisition Agreement"). The Group paid an initial cash consideration
of £16.8 million with additional contingent consideration payable of up to
£4.7 million based on Astutis' performance in each of the two years ending 30
June 2025 and 30 June 2026.  The Astutis Acquisition Agreement contained
warranties, indemnities and covenants customary for a transaction of this
nature and is governed by and construed in accordance with the laws of England
and Wales.

 

Material contract of Conversia

 

No contracts have been entered into by Conversia or its subsidiary
undertakings (not being contracts in the ordinary course of business): (i)
within the period of two years immediately preceding the date of this
Announcement that are, or may be, material to Conversia; or (ii) that contain
any provisions under which Conversia or any of its subsidiary undertakings has
any obligation or entitlement that is, or may be, material to Conversia, save
for the Conversia Acquisition Agreement summarised above.

 

 

IMPORTANT NOTICES

 

 

This Announcement may contain, or may be deemed to contain, "forward-looking
statements" with respect to certain of Wilmington's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. Forward-looking
statements sometimes use words such as "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may",
"could", "outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances which are beyond the control of Wilmington,
including amongst other things, United Kingdom domestic and global economic
business conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation, deflation, the
timing effect and other uncertainties of future acquisitions or combinations
within relevant industries, the effect of tax and other legislation and other
regulations in the jurisdictions in which Wilmington and its affiliates
operate, the effect of volatility in the equity, capital and credit markets on
the Wilmington's profitability and ability to access capital and credit, a
decline in the Wilmington's credit ratings; the effect of operational risks;
and the loss of key personnel. As a result, the actual future financial
condition, performance and results of Wilmington may differ materially from
the plans, goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on behalf of
Wilmington speak only as of the date they are made. Except as required by
applicable law or regulation, Wilmington expressly disclaims any obligation or
undertaking to publish any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any changes in
Wilmington's expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.

 

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of Wilmington for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of Wilmington.

 

Neither the content of Wilmington's website nor any website accessible by
hyperlinks on Wilmington's website is incorporated in, or forms part of, this
Announcement.

 

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