REG - Wilmington PLC - Half-year Financial Report
Yesterday 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:20260226:nRSZ4228Ua&default-theme=true
RNS Number : 4228U Wilmington PLC 26 February 2026
26 February 2026
Wilmington plc
Solid growth and continued investment in proprietary RegTech platform
Wilmington plc, (LSE: WIL, 'Wilmington' or 'the Group') the GRC RegTech
services group, today announces its half year results for the six months ended
31 December 2025 (H1 FY26).
Financial performance
H1 FY26 H1 FY25 Change
Ongoing results 1 (#_ftn1)
Revenue £47.7m £40.9m 17%
Adjusted EBITA 2 (#_ftn2) £10.4m £9.5m 9%
Adjusted PBT £11.8m £11.8m 0%
Adjusted PBT margin 25% 29% -4ppt
Adjusted basic EPS 3 (#_ftn3) 9.92p 9.90p 0%
Interim dividend 3.10p 3.00p 0.10p
Net (debt)/cash 4 (#_ftn4) (£65.0m) £31.3m
Statutory continuing results
Revenue £47.7m £42.5m 12%
PBT £4.9m £5.7m (14%)
Basic EPS 2.72p 3.30p (18%)
Adjusted basic EPS 9.93p 9.52p 4%
Highlights
· Strong ongoing revenue growth, up 17%. Organic(1) revenue growth
of 4%.
§ Repeat revenues 5 (#_ftn5) now 73% of ongoing revenues (H1 FY25: 71%).
§ Organic recurring revenues 6 (#_ftn6) 38% (H1 FY25: 38%).
· Ongoing adjusted EBITA up 9% to £10.4m. Ongoing adjusted PBT
steady at £11.8m (H1 FY25: £11.8m). As expected acquisitions caused a
short-term impact on margins.
· Net debt at 31 Dec 25 £65.0m (net cash at 31 Dec 24: £31.3m; 30
Jun 25: £42.2m) reflecting good cash conversion offset by acquisition of
Conversia for £105.2m (£101.9m net of cash received).
· Continued portfolio enhancement with Conversia acquisition in Dec
2025 - expands international position in the growing GRC Data Privacy markets
and further improves quality of Group revenues and profits.
· Continued investment in the development of single proprietary
RegTech platform.
· Overall trading for FY26 in line with market expectations 7
(#_ftn7) with a strong contracted order book for H2.
Mark Milner, Chief Executive Officer, commented:
"Our ongoing businesses have continued to perform well with solid organic
revenue growth and good cash conversion, supported by consistent strong levels
of repeat revenues.
"In December 2025, we completed the acquisition of Conversia, a Spanish GRC
and Regulatory Compliance business. This earnings enhancing acquisition
significantly extends our reach in the GRC markets and opens up new
opportunities in the large and growing regulated Data Privacy sector.
Conversia is delivering high quality revenues, of which greater than 70% are
annually recurring, and is performing ahead of forecast.
"Over the last six years we have transformed Wilmington from being a media
company operating as distinct divisions into a tightly focussed GRC RegTech
services group, based on our proprietary RegTech platform with embedded AI.
"Our strong contracted order book and repeat business gives us good visibility
for continuing growth, with trading in the current financial period continuing
to be in line with market expectations(7)."
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, contact:
Wilmington plc
Mark Milner, Chief Executive Officer 0121 355 0900
Guy Millward, Chief Financial Officer
Meare Consulting
Adrian Duffield
07990 858548
Notes to Editors
Wilmington plc is an international Governance, Risk and Compliance (GRC)
RegTech services group providing a range of regulatory learning &
training, regulation intelligence & data capabilities across the HSE
(Health, Safety and ESG), legal, data privacy and financial services sectors.
The Group has a proprietary RegTech platform with embedded AI, employing the
Model Context Protocol (MCP) to interface through an orchestration layer with
its many enterprise systems. It has developed its own Autonomous Responsive
Intelligence Assistant (ARIA) which enables it to connect or link, manage or
automate activities across multiple data repositories, software and different
AI models.
Wilmington employs over 1,100 people and sells to around 120 countries.
Wilmington is listed on the main market of the London Stock Exchange.
Overview
We have continued to deliver solid and sustainable organic revenue and EBITA
growth as well as good cash generation. We continue to deliver on our
strategy, with the highlight in the period being the completion of the
£105.2m acquisition of Conversia in December 2025.
Ongoing revenue was up 17% at £47.7m with organic revenue growth of 4%, after
removing the impact of acquisitions and currency movements.
Repeat revenues, including the organic recurring revenues from existing
customers, made up 73% of our ongoing revenues in H1 FY26 (H1 FY25: 71%).
Recurring revenues from organic businesses were 38% of total revenues (H1
FY25: 38%) with strong retention rates continuing, highlighting the resilience
of the Group's business model.
Ongoing adjusted profit before tax was £11.8m (H1 FY25: £11.8m) reflecting
lower interest income in H1. Ongoing adjusted basic earnings per share was
9.92p (H1 FY25: 9.90p). The interim dividend is being increased by 3% to 3.10p
(H1 FY25: 3.00p), keeping dividend cover of at least 2.0 times.
Operating cash conversion was 70% (H1 FY25: 72%), with net debt excluding
lease liabilities of £65.0m (net cash at 30 June 2025: £42.2m), reflecting
the £101.9m spent on the acquisition of Conversia net of cash received. Usual
first half outflows of working capital will be offset by increased revenue
collections in H2, when most subscriptions are billed and collected.
The acquisition of Conversia was a significant implementation of the Group's
strategy to expand its positions in the international GRC markets. The
business also expands Wilmington's position in a new sector, Data Privacy.
Strategic progress
Our strategy is to grow the quality of our revenues and profits both
organically and through acquisitions in the large, growing and rapidly
evolving international GRC and Regulatory Compliance markets by investing in
our business and actively managing our portfolio of brands.
We focus 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: a GRC focus operating in regulated markets, a differentiated
offering, attractive markets, strong leadership, digital and data capabilities
and a strong financial model exhibiting growth and strong profitability.
The acquisition of Conversia met all six of these characteristics. Conversia
achieved double-digit revenue growth rates in recent years with improving
profit margins and operates a subscription-based revenue model with over 70%
annual recurring revenue. 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. It is the market leader in its sector
in Spain, with significant market headroom and growth opportunities and
provides the Company with an established foothold in a new geography. Whilst
we only owned Conversia for less than one month of the financial period being
reported, we exchanged contracts on 11th August 2025 and have maintained
involvement since then. Conversia has performed ahead of forecast. The sale of
FRA, our US events business, is continuing.
We will continue to focus our allocation of capital on acquisitions while
investing in our businesses and growing our dividend payments. Our net
borrowings at £65.0m are below 2.0x EBITDA and we expect strong cash
generation to bring the leverage down quickly.
Current trading and outlook
The Group's forward visibility continues to improve and been further
strengthened by the acquisition of Conversia. With a strong contracted order
book and repeat business, trading in the current financial year continues to
be in line with market expectations.
Operational review
RegTech platform and AI
As part of the Group's strategy to grow the quality of its revenues and
profits by focussing on the growing and rapidly evolving international GRC and
Regulatory Compliance markets, we have transformed from being a media company
operating as distinct divisions into a tightly focussed GRC RegTech services
group.
Over the last five years we have invested several million pounds in developing
our own RegTech platform, based on extensive customer research and a thorough
assessment of internal capabilities as well as the supplier universe.
We are now running our proprietary RegTech platform for five of our leading
brands, with Phoenix, acquired in 2024, next to adopt the central platform.
Over 100,000 individuals have accessed the platform since September 2025.
Our RegTech platform has embedded AI, based on the Model Context Protocol
(MCP). We have developed our own Autonomous Responsive Intelligence Assistant
(ARIA) which enables us to connect or link, manage or automate activities
across multiple data repositories, software and different AI models.
We currently have on the platform the Regulatory Learning and Training modules
and the Regulation Intelligence and Data components. Over time, we expect to
deepen the functionality in existing areas, adding more customer-facing
solutions to the platform, including a Data Analytics and Bespoke Reporting
suite. This will then be packaged and presented for regulatory reporting
purposes, or management information for Internal Audit and Control.
The flexibility we now have with our technologies means we will soon be able
to rapidly design and deploy services for all customers across all brands,
encapsulating the 'Built Once and Use Many Times' philosophy.
The AI implementations have quality and security built in by design, with
seven layers of automated enforcement. We are not reliant on any one Large
Language Model (LLM) vendor, and our ARIA orchestration layer is built on open
standards, making it vendor-neutral and future-proofed for AI evolution.
Our ARIA solution is already running over 60 Model Context Protocol (MCP)
tools, and our internal teams will be using it widely to query and operate
across nine enterprise systems, improving speed, accuracy and consistency.
Wilmington benefits from a 'Regulatory Moat' across our markets. We operate at
the top end of most markets, often working directly with regulatory bodies,
with recognised proprietary qualifications and proprietary research protected
behind firewalls which cannot be scraped or replicated by AI models. Our
products are increasingly being embedded in customer workflows and we expect
this to increase with the development of the data analytics and reporting
module of our new RegTech platform.
We operate in highly regulated, specialist international markets where
accuracy and authority are of paramount importance to our customers. The
penalties and risks facing our customers in the areas in which we operate, are
significant, increasing the need for high-trust, regulator-compliant content.
Group performance
H1 FY26 H1 FY25 Absolute variance Organic variance
£'m £'m % %
Ongoing revenue
HSE (Health, Safety and ESG) 9.9 6.1 62% 2%
Legal 7.2 7.0 3% 3%
Data Privacy 1.8 100%
Financial Services 28.8 27.8 4% 4%
Total ongoing revenue 47.7 40.9 17% 4%
Ongoing operating profit 12.8 12.8 1% (1%)
Margin % 27% 31%
Revenues from ongoing businesses grew 17% reflecting a full six months of
revenue from Phoenix and a contribution from Conversia, and 4% excluding
acquisitions and at constant currency rates. All ongoing businesses grew
organically except Bond Solon where revenues were flat on the prior year.
Group ongoing operating profits were £12.8m (H1 FY25: £12.8m) and operating
margins for ongoing businesses decreased 4 ppt due to the increasing impact of
acquisitions which have not yet reached the 30% operating margins of existing
businesses.
HSE
The HSE segment comprises Astutis acquired in November 2023 and Phoenix Health
& Safety, acquired in October 2024. Astutis revenues grew 2% with a slow
first quarter offset by a stronger second quarter. Phoenix revenues grew 10%
on a full six-month basis but the Group only owned the business for two months
of the prior period, its organic growth will only show in FY27.
Data Privacy
The Data Privacy segment comprises Conversia acquired in December 2025
including results for 26 days of ownership. Conversia sales for the full year
to December 2025 were 12% higher than the previous full year.
Legal
The Legal segment comprises Bond Solon and Pendragon, whose customers are
predominantly in the legal market. Legal revenues increased 3% organically.
Pendragon had a strong year for subscription revenue growth and again achieved
very strong customer retention (99%). Bond Solon revenues were flat, but the
business has a strong order book to deliver growth in the second half of the
year.
Financial Services
Financial Services comprises Axco, ICA/CLTi and Mercia. Axco grew revenues by
5% organically and again achieved very strong subscription customer retention
(99%). ICA/CLTi grew revenues at 6%. Mercia revenues were slightly up with
strong compliance revenues offset by slower training growth.
Financial review
Revenue
As well as ongoing revenues, total revenues also include revenues from
discontinued operations of £2.5m (H1 FY25: £5.7m) consisting of FRA in HY26
and FRA, Compliance Week, ICT Malaysia and Singapore in FY25.
Other income and finance income
Net finance income of £1.4m (H1 FY25: £2.3m) was achieved due to having cash
to deposit in interest-bearing accounts prior to the Conversia acquisition.
Income is lower than last year as cash balances were lower following the
Phoenix acquisition in October 2024.
Profit before taxation
Ongoing adjusted profit before tax was £11.8m (H1 FY25: £11.8m) with
statutory continuing profit before tax of £4.9m (H1 FY25: £5.7m).
Taxation
The adjusted tax rate 8 (#_ftn8) , which ignores the tax effects of adjusting
items, is 25% (H1 FY25: 25%).
The tax charge excluding discontinued operations is £2.4m (H1 FY25: £2.7m)
with an overall effective tax rate 9 (#_ftn9) of 50% (H1 FY25: 48%), the
effective tax rate increase is due to earnouts related to acquisitions being
disallowable for tax purposes.
Earnings per share
Ongoing adjusted basic earnings per share, excluding the results of sold and
discontinued businesses, were 9.92p (H1 FY25: 9.90p), reconciliation below.
Statutory adjusted earnings per share were 9.93p (H1 FY25: 9.52p).
H1 FY26 H1 FY25
£'m £'m
Adjusted earnings (note 6) 8.5 8.3
Remove loss/(profit) after tax of sold and discontinued businesses 0.4 0.6
Ongoing adjusted earnings 8.9 8.9
Number Number Variance
Weighted average number of ordinary shares (note 6) 89,659,767 89,958,497
Ongoing adjusted basic earnings per share 9.92p 9.90p 0%
Dividend
The Board has increased the interim dividend by 3% to 3.10p (H1 FY25: 3.00p)
in line with profits. We aim to keep dividend cover of at least 2 times for
the full year. It will be paid on 14 April 2026 to shareholders on the share
register as at 13 March 2026, with an associated ex-dividend date of 12 March
2026.
Balance sheet and cashflow
Cash generation is in line with H1 last year with operating cash conversion at
70% (H1 FY25: 72%), with net debt excluding lease liabilities of £65.0m (net
cash at 30 June 2025: £42.2m, 31 December 2024: £31.3m). The net debt
position arises due to the £101.9m spend on the acquisition of Conversia net
of cash received.
Portfolio update
Acquisition of Conversia
On 5 December 2025, the Group acquired 100% of the issued share capital of
Professional Group Conversia, S.L.U ("Conversia"), a Company based in Spain,
for initial cash consideration of £105.2m (€121.6m). In addition, under the
terms of the acquisition, there is a management incentive plan in place to
incentivise the experienced and successful team to remain in the business for
at least five years. See note 7 for further details.
Responsibility statement of the Directors in respect of the half year results
to 31 December 2025
We confirm that, to the best of our knowledge:
· The Condensed set of financial statements has been prepared in
accordance with IAS 34 Interim Financial Reporting
· The interim management report includes a fair review of the
information required by DTR 4.2.7R and DTR 4.2.8R.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial information differs from legislation in other jurisdictions.
Mark
Milner Guy
Millward
Chief Executive Officer Chief Financial Officer
Consolidated Income Statement
Notes Six months ended Six months ended Year
31 December 2025 31 December 2024 ended
(unaudited) (unaudited) 30 June 2025
£'000 £'000 (audited)
£'000
Continuing operations
Revenue 5 47,650 42,533 89,694
Operating expenses before amortisation of intangibles excluding computer (37,191) (68,031)
software, impairment and adjusting items
(33,390)
Amortisation of intangible assets excluding computer software 4 (1,541) (969) (2,301)
Adjusting items 4 (5,420) (4,768) (8,607)
Operating expenses (44,152) (39,127) (78,939)
Other income - gain on disposal of subsidiaries - - 1,815
Operating profit 3,498 3,406 12,570
Finance income 1,695 2,303 3,914
Finance expense (342) (37) (64)
Profit before tax 4 4,851 5,672 16,420
Taxation (2,416) (2,702) (6,273)
Profit for the period from continuing operations 2,435 2,970 10,147
(Loss)/profit for the period from discontinued operations (451) (382) 1,413
Profit for the period attributable to owners of the parent 1,984 2,588 11,560
Earnings per share from continuing and discontinued operations:
Basic (p) 6 2.21p 2.88p 12.87p
Diluted (p) 6 2.18p 2.83p 12.67p
Earnings per share from continuing operations:
Basic (p) 6 2.72p 3.30p 11.30p
Diluted (p) 6 2.68p 3.25p 11.13p
Consolidated Statement of Comprehensive Income
Six months ended Six months ended Year
31 December 2025 31 December 2024 ended
30 June
2025
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Profit for the period attributable to owners of the parent 1,984 2,588 11,560
Other comprehensive income/(expense):
Items that may be reclassified subsequently to the Income Statement
-Currency translation differences net of amounts released to profit and loss (609) 171 (2,748)
-Net investment hedges, net of tax (109) - -
Other comprehensive income/(expense) for the period, net of tax (718) 171 (2,748)
Total comprehensive income for the period attributable to owners of the parent 1,266 2,759 8,812
Items in the statement above are disclosed net of tax.
Consolidated Balance Sheet
31 December 31 December 30 June
2025 2024 2025
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Non-current assets
Goodwill 166,140 77,959 77,525
Other intangible assets 17,472 18,723 17,779
Property, plant and equipment 4,265 1,640 1,519
Deferred consideration receivable 14,475 14,653 14,601
Deferred tax assets - 26 -
202,352 113,001 111,424
Current assets
Trade and other receivables 26,812 21,644 21,226
Deferred consideration receivable 2,000 2,280 2,101
Cash and cash equivalents 10,877 30,940 42,239
Assets of disposal groups held for sale 10,813 1,091 -
50,502 55,955 65,566
Total assets 252,854 168,956 176,990
Current liabilities
Trade and other payables (50,623) (50,379) (52,439)
Lease liabilities (1,413) (496) (478)
Current tax liabilities (517) (105) (673)
Provisions (3,462) - (1,109)
Liabilities of disposal groups held for sale (3,286) (779) -
(59,301) (51,759) (54,699)
Non-current liabilities
Borrowings (76,265) - -
Lease liabilities (2,301) (1,568) (918)
Deferred tax liabilities (3,648) (3,530) (3,841)
Provisions (4,193) - (4,787)
(86,407) (5,098) (9,546)
Total liabilities (145,708) (56,857) (64,245)
Net assets 107,146 112,099 112,745
Equity
Share capital 4,511 4,511 4,512
Share premium 46,645 48,941 46,585
Treasury and ESOT reserves (2,458) (525) (3,727)
Share based payments reserve 2,845 2,325 3,192
Translation reserve (164) 3,364 445
Retained earnings 55,767 53,483 61,738
Total equity 107,146 112,099 112,745
Consolidated Statement of Changes in Equity
Share capital, share premium, treasury shares and ESOT shares Share based payments reserve Total equity
£'000 £'000 £'000
Translation reserve Retained earnings
£'000 £'000
51,324 2,889 3,193 57,909 115,315
At 30 June 2024 (audited)
Profit for the period - - - 2,588 2,588
Other comprehensive income for the period - - 171 - 171
51,324 2,889 3,364 60,497 118,074
Dividends paid - - - (7,478) (7,478)
Issue of share capital 33 - - - 33
Issue of share premium 1,478 - - - 1,478
Performance share plan awards vesting settlement via share issue - (1,507) 352 (1,155)
-
Performance share plan options settlement via ESOT 65 - - - 65
Save As You Earn options settlement via ESOT 27 - - - 27
Share based payments - 943 - - 943
Tax on share based payments - - - 112 112
At 31 December 2024 (unaudited) 52,927 2,325 53,483 112,099
3,364
Profit for the period - - - 8,972 8,972
Other comprehensive expense for the period - - (2,919) - (2,919)
52,927 2,325 445 62,455 118,152
Dividends paid - - - (2,701) (2,701)
Issue of share premium (1,271) - - - (1,271)
Correction to share premium (1,085) - - 1,085 -
Performance share plan awards vesting settlement via share issue - - - 1,106 1,106
Performance share plan options settlement via ESOT 177 - - - 177
Save As You Earn options settlement via ESOT 10 - - - 10
Treasury share purchases (3,388) - - - (3,388)
Share based payments - 867 - - 867
Tax on share based payments - - - (207) (207)
47,370 3,192 445 61,738 112,745
At 30 June 2025 (audited)
Profit for the period - - - 1,984 1,984
Other comprehensive income for the period - - (609) (109) (718)
47,370 3,192 (164) 63,613 114,011
Dividends paid - - - (7,614) (7,614)
Performance share plan awards vesting settlement via treasury shares 1,252 (1,278) - 66 40
Performance share plan options settlement via ESOT 76 - - - 76
Share based payments - 931 - - 931
Tax on share based payments - - - (298) (298)
At 31 December 2025 (unaudited) 48,698 2,845 (164) 55,767 107,146
Consolidated Cash Flow Statement
Six months ended 31 December 2025 Six months ended Year ended
31 December 2024 30 June 2025
(unaudited) (unaudited) (audited)
Notes £'000 £'000 £'000
Cash flows from operating activities
Cash generated from operations before adjusting items 11 6,888 6,328 25,464
Cash flows for adjusting items - operating activities (2,609) (3,069) (3,048)
Cash flows from tax on share based payments (176) (252) (253)
Cash generated from operations 4,103 3,007 22,163
Interest received 697 1,310 1,964
Tax paid (2,890) (3,483) (7,171)
Net cash generated from operating activities 1,910 834 16,956
Cash flows from investing activities
Disposal of subsidiaries net of cash - - 792
Purchase of subsidiary net of cash (101,919) (29,193) (29,194)
Deferred consideration received 406 574 1,316
Cash flows for adjusting items - investing activities (28) (1,363) (1,307)
Net cash used in investing activities (101,541) (29,982) (28,393)
Cash flows from financing activities
Dividends paid to owners of the parent (7,614) (7,478) (10,179)
Cash received from sale of shares for share vesting - 785 785
Share issuance costs - (16) (16)
Purchase of shares - - (3,387)
Increase in bank loans 76,120 - -
Payment of lease liabilities (240) (1,022) (1,341)
Net cash generated from/(used in) financing activities 68,266 (7,731) (14,138)
Net decrease in cash and cash equivalents (31,365) (36,879) (25,575)
Cash and cash equivalents at beginning of the period 42,239 67,808 67,808
Exchange gain on cash and cash equivalents 3 11 6
Cash classified as held for sale 345 331 -
Cash and cash equivalents at end of the period 11,222 31,271 42,239
Please see note 9 for a reconciliation of net (debt)/cash movements.
Notes to the Financial Results
General information
The Company is a public limited company incorporated and domiciled in the UK.
The address of the Company's registered office is Suite 215/216 Fort Dunlop,
2nd Floor, Fort Parkway, Birmingham B24 9FD.
The Company is listed on the Main Market on the London Stock Exchange. The
Company is a provider of data, information, education and training in the
global Governance, Risk and Compliance ('GRC') markets.
This condensed consolidated interim financial information ('Interim
Information') was approved for issue by the Board of Directors on 25 February
2026.
The Interim Information is neither reviewed nor audited and does not comprise
statutory accounts within the meaning of Section 434 of the Companies Act
2006. Statutory accounts for the year ended 30 June 2025 were approved by the
Board of Directors on 19 September 2025 and subsequently filed with the
Registrar. The report of the auditors on those accounts was unqualified, did
not contain an emphasis of matter paragraph and did not contain any statement
under Section 498 of the Companies Act 2006.
1. Basis of preparation
This Interim Information for the six months ended 31 December 2025 has been
prepared in accordance with the Disclosure and Transparency Rules of the
Financial Conduct Authority and in accordance with IAS 34 'Interim Financial
Reporting'. The Interim Information should be read in conjunction with the
Annual Financial Statements for the year ended 30 June 2025 which have been
prepared in accordance with UK adopted international accounting standards ('UK
adopted IAS') and are available on the Group's website: wilmingtonplc.com.
The Group's forecast and projections, taking account of reasonably possible
changes in trading performance, show that the Group will be able to operate
well within its cash and liquidity position. The Directors have therefore
adopted a going concern basis in preparing the Interim Information.
2. Accounting policies
The accounting policies, significant judgements and key sources of estimation
adopted in the preparation of this Interim Report are consistent with those
applied by the Group in its consolidated financial statements for the year
ended 30 June 2025.
On 1 December 2025, the Group entered into a £70m revolving credit facility
and a £10m multicurrency term loan with HSBC Bank plc and others. The
facility has an initial term of three years with options to extend for up to
five years. The facility was set up to fund the acquisition of Conversia. The
loan qualifies as a net investment hedge. The accounting policy is provided
below in relation to loans and borrowings in foreign currencies that are
designated as a hedge of a net investment in a foreign operation.
Financial instruments and hedge accounting
The Group uses derivative financial instruments to reduce its exposure to
interest rate risk and foreign currency risk, and it also has loans and
borrowings in foreign currencies that correspond to investments in foreign
operations. To qualify for hedge accounting, a financial instrument must be
designated as a hedging instrument at inception, hedge documentation must be
prepared, and the hedge must be expected to be highly effective. Hedge
accounting is discontinued when the hedging instrument expires, is sold or
terminated, or no longer qualifies for hedge accounting.
A financial instrument designated for hedge accounting is initially recognised
at fair value. For net investment hedges (loans and borrowings in foreign
currencies that are designated as a hedge of a net investment in a foreign
operation), the translation differences that correspond to the effective part
of the hedge are recognised directly in equity; those that correspond to the
ineffective part, if any, are recognised in the income statement. To the
extent that the hedge is effective, changes in the fair value of derivatives
designated as hedging instruments in cash flow hedges are recognised in other
comprehensive income and included within the cash flow hedge reserve in
equity. Any ineffectiveness in the hedge relationship is recognised
immediately in profit or loss.
There has been no material impact on the financial statements of adopting new
standards or amendments.
Amended standards and interpretations not yet effective are not expected to
have a significant impact on the Group's consolidated financial statements.
3. Principal risks and uncertainties
The principal risks and uncertainties that affect the Group remain unchanged
from those stated on pages 49 to 57 of the strategic report in the Annual
Report and Financial Statements for the year ended 30 June 2025.
4. Measures of profit
In this Interim Report 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 a clearer understanding of the Group's
performance, additional relevant information and enable an alternative
comparison of performance over time.
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:
· amortisation of intangible assets excluding computer software;
· adjusting items (included in operating expenses);
· other income - gain on disposal of subsidiaries; and
· net finance income.
Adjusted profit before tax, adjusted EBITA, adjusted EBITDA reconcile to
profit on continuing activities before tax as follows:
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2025 2024 2025
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Profit before tax 4,851 5,672 16,420
Amortisation of intangible assets excluding computer software 1,541 969 2,301
Adjusting items (included in operating expenses) 5,420 4,768 8,607
Other income - gain on disposal of subsidiaries - - (1,815)
Adjusted profit before tax 11,812 11,409 25,513
Net finance income (1,353) (2,266) (3,850)
Adjusted operating profit (''adjusted EBITA'') 10,459 9,143 21,663
Depreciation of property, plant and equipment included in operating expenses 284 328 517
Amortisation of intangible assets - computer software 43 17 32
Adjusted EBITA before depreciation (''adjusted EBITDA'') 10,786 9,488 22,212
Adjusted operating profit (''adjusted EBITA'') 10,459 9,143 21,663
Add EBITA from statutory discontinued operations (625) (394) 2,188
Total Group adjusted EBITA 9,834 8,749 23,851
Adjusted profit before tax 11,812 11,409 25,513
Add adjusted (loss)/profit before tax from statutory discontinued (625) (394) 2,188
operations
Total Group adjusted profit before tax 11,187 11,015 27,701
Remove operating (profit)/loss from sold and closed businesses 609 789 (1,526)
Ongoing adjusted profit before tax 11,796 11,804 26,175
Organic revenue and ongoing revenue reconcile to statutory continuing revenue
as follows:
Six months ended Six months ended Year ended
31 December 31 December 30 June
2025 2024 2025
(unaudited) (unaudited) (audited)
£'000
£'000 £'000
Organic revenue 40,293 38,909 80,233
Adjust constant currency impact (96) - -
Add acquisitions 7,457 1,962 7,511
Ongoing revenue 47,654 40,871 87,744
Add revenue from closed businesses and disposals (4) 1,662 1,950
Statutory continuing revenue 47,650 42,533 89,694
Statutory discontinued revenue 2,505 4,033 11,793
Total Group revenue 50,155 46,566 101,487
The following adjusting items have been charged to the Income Statement during
the period but are considered to be adjusting so are shown separately:
Six months ended Six months ended Year ended
31 December 31 December 30 June
2025 2024 2025
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Expense relating to strategic activities 5,420 3,343 8,607
Office lease termination due to business disposals - 1,425 -
Adjusting items (included in operating expenses) 5,420 4,768 8,607
Amortisation of intangible assets excluding computer software 1,541 1,067 2,497
Total adjusting items (classified in profit before tax) 6,961 5,835 11,104
Strategic activities represent acquisition costs comprising earnouts of £2.9m
and transaction costs of £2.5m.
5. 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 Group's dynamic portfolio provides customers with a range of information,
data, training and education solutions. The four divisions (HSE, Legal, Data
Privacy and Financial Services) are the Group's reportable segments and
generate all of the Group's ongoing revenue. The Executive 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), USA and the Rest of the World.
(a) Business segments
Six months ended Six months ended Year ended
31 December 2025 (unaudited) 31 December 2024 30 June 2025
(unaudited) (audited)
Revenue Profit/(loss) Revenue Profit/(loss) Revenue Profit/(loss)
£'000 £'000 £'000 £'000 £'000 £'000
HSE 9,908 981 6,110 1,131 16,432 3,538
Legal 7,175 2,786 6,964 2,938 15,142 6,543
Data Privacy 1,765 24 - - - -
Financial Services 28,806 9,028 27,797 8,684 56,170 18,044
Ongoing 47,654 12,819 40,871 12,753 87,744 28,125
Non-core (4) 16 1,662 (395) 1,950 (662)
Group total continuing 47,650 12,835 42,533 12,358 89,694 27,463
Unallocated central overheads - (1,342) - (2,192) - (3,755)
Share based payments - (1,034) - (1,023) - (2,045)
47,650 10,459 42,533 9,143 89,694 21,663
Amortisation of intangible assets excluding computer software (1,541) (969) (2,301)
Adjusting items (included in operating expenses) (5,420) (4,768) (8,607)
Other income - gain on disposal of subsidiaries - - 1,815
Net finance income 1,353 2,266 3,850
Profit before tax from continuing operations 4,851 5,672 16,420
Taxation (2,416) (2,702) (6,273)
Profit for the financial period from continuing operations 2,435 2,970 10,147
There are no intra-segmental revenues which are material for disclosure.
Unallocated central overheads represent head office costs that are not
specifically allocated to segments. Total assets and liabilities for each
reportable segment are not presented, as such, this 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:
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2025 2024 2025
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
UK 32,296 28,007 61,504
USA 3,236 4,643 7,996
Europe (excluding the UK) 7,551 5,163 10,879
Rest of the World 4,567 4,720 9,315
Statutory continuing revenue 47,650 42,533 89,694
6. Earnings per share
Adjusted earnings per share has been calculated using adjusted earnings
calculated as profit after taxation but before:
· amortisation of intangible assets excluding computer software;
· adjusting items (included in operating expenses); and
· other income - gain on disposal of subsidiaries.
The calculation of the basic and diluted earnings per share is based on the
following data:
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2025
2025 2024
(unaudited) (unaudited) (audited)
Continuing operations: £'000 £'000 £'000
Earnings from continuing operations for the purpose of basic earnings per 2,435 2,970 10,147
share
Add/(remove):
Amortisation of intangible assets excluding computer software 1,541 969 2,301
Adjusting items (included in operating expenses) 5,420 4,768 8,607
Other income - gain on disposal of subsidiaries - - (1,815)
Tax effect of adjustments above and deferred tax (491) (147) (122)
Adjusted earnings for the purposes of adjusted earnings per share 8,905 8,560 19,118
Continuing and discontinued operations:
Earnings from total operations for the purpose of basic earnings per share 1,984 2,588 11,560
Add/(remove):
Amortisation of intangible assets excluding computer software 1,541 1,067 2,497
Adjusting items (included in operating expenses) 5,420 4,768 8,607
Other income - gain on disposal of subsidiaries - - (1,815)
Tax effect of adjustments above and deferred tax (491) (147) (122)
Adjusted earnings for the purposes of adjusted earnings per share 8,454 8,276 20,727
Continuing operations: Number Number Number
Weighted average number of ordinary shares for the purpose of basic and 89,659,767 89,958,497 89,835,751
adjusted earnings per share
Effect of dilutive potential ordinary shares:
Future exercise of share awards and options 1,270,661 1,456,501 1,370,720
Weighted average number of ordinary shares for the purposes of diluted 90,930,428 91,414,998 91,206,471
earnings and adjusted diluted earnings per share
Continuing and discontinued operations:
Weighted average number of ordinary shares for the purpose of basic and 89,659,767 89,958,497 89,835,751
adjusted earnings per share
Effect of dilutive potential ordinary shares:
Future exercise of share awards and options 1,369,976 1,456,501 1,370,720
Weighted average number of ordinary shares for the purposes of diluted 91,029,743 91,414,998 91,206,471
earnings and adjusted diluted earnings per share
Continuing operations:
Basic earnings per share 2.72p 3.30p 11.30p
Diluted earnings per share 2.68p 3.25p 11.13p
Adjusted basic earnings per share (''adjusted earnings per share'') 9.93p 9.52p 21.28p
Adjusted diluted earnings per share 9.79p 9.36p 20.96p
Continuing and discontinued operations:
Basic earnings per share 2.21p 2.88p 12.87p
Diluted earnings per share 2.18p 2.83p 12.67p
Adjusted basic earnings per share (''adjusted earnings per share'') 9.43p 9.20p 23.07p
Adjusted diluted earnings per share 9.29p 9.05p 22.73p
7. Acquisition of Conversia
On 5 December 2025, the Group acquired 100% of the issued share capital of
Professional Group Conversia, S.L.U ("Conversia"), a Company based in Spain,
for initial cash consideration of £105.2m (€121.6m). In addition, under the
terms of the acquisition, there is a management incentive plan in place to
incentivise the experienced and successful team to remain in the business for
at least five years. As the deferred payments are linked to employment, they
are recognised as remuneration in the periods during which that ongoing
employment service is received.
Initial cash consideration of £105.2m (€121.6m) was paid in cash from a
combination of the Group's existing cash resources of £28m and £77m from new
debt facilities entered into on 1 December 2025, see note 9 for further
information regarding the debt facility.
The process to measure the fair values of the assets acquired and liabilities
assumed is not yet finalised in respect of the acquisition including the
valuation of acquired intangibles and accordingly the fair values measured at
the acquisition date are provisional amounts due to timing having purchased
the business in December 2025. In accordance with IFRS 3 until the assessment
is complete the measurement period will remain open up to a maximum of 12
months from the acquisition date so long as information remains outstanding.
Based on the provisional view, the fair value of the net assets acquired in
the business at acquisition date, prior to acquired intangibles valuations as
they are not yet complete, was £9.6m, resulting in goodwill on acquisition of
£95.4m. Goodwill will decrease when acquired intangibles valuations are
complete as the value will be spread across goodwill and acquired intangibles.
Goodwill arising on the business combination relates to future customer
relationships, the assembled workforce and expanded access to the data privacy
market. Acquisition related charges include transaction costs of £2.1m
relating to the acquisition of Conversia. The results of the acquisition
included in the Group's consolidated results post acquisition are revenue of
£1.8m and an operating profit of £24k. Due to limitations in like for like
available data for the pre-acquisition period at this time, 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 period.
The movement in goodwill during the period of £88.6m from £77.5m to £166.1m
relates to the acquisition of Conversia of £95.4m offset by FRA's goodwill of
£6.9m being transferred to held for sale and a £0.1m FX movement. Cost
increased by £88.6m from £77.8m to £166.4m, there was no change to
accumulated impairment during the period.
8. Disposal group held for sale and discontinued operations
FRA classified as a disposal group held for sale
Our US events business, FRA, has been classified as a disposal group held for
sale under IFRS 5 during the period. 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 has decided to exit the FRA business. The disposal
is expected to be completed within one year by sale of assets.
The major classes of assets and liabilities comprising the disposal group held
for sale are as follows:
31 December
2025
(unaudited)
£'000
Goodwill 6,938
Property, plant and equipment 190
Trade and other receivables 3,340
Cash and cash equivalents 345
Assets of disposal group held for sale 10,813
Trade and other payables 3,135
Lease liabilities 151
Liabilities of disposal group held for sale 3,286
FRA classified as a discontinued operation
FRA has been classified as a discontinued operation with the financial
results, including the comparatives, presented separately. The operation meets
the IFRS 5 definition as a discontinued operation due to it being a separate
major line of business and part of single coordinated disposal plan.
The table below shows the results of the discontinued operation, which is
included separately in the Consolidated Income Statement.
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2025
2025 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Revenue 2,505 4,033 11,793
Operating expenses before amortisation of intangibles excluding computer (3,130) (4,427) (9,605)
software
Amortisation of intangible assets excluding computer software - (98) (196)
Operating expenses (3,130) (4,525) (9,801)
Operating (loss)/profit (625) (492) 1,992
(Loss)/profit before tax (625) (492) 1,992
Taxation 174 110 (579)
(Loss)/profit after tax from discontinued operations (451) (382) 1,413
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2025
2025 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Net cash (used in)/generated from operating activities (1,532) 440 1,755
Net cash used in financing activities (37) (36) (71)
Net (decrease)/increase in cash & cash equivalents (1,569) 404 1,684
9. Reconciliation of net (debt)/cash movements
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2025 2024 2025
(unaudited) (unaudited) (audited)
£'000
£'000 £'000
Cash and cash equivalents at beginning of the period 42,239 67,515 67,515
Cash classified as held for sale at beginning of the period - 293 293
Lease liabilities at beginning of the period (1,396) (2,828) (2,828)
Net cash including lease liabilities at beginning of the period 40,843 64,980 64,980
Net decrease in cash and cash equivalents (31,017) (36,537) (25,569)
Net drawdown in bank loans (76,120) - -
Exchange loss on bank loans (145) - -
Movement in lease liabilities (2,318) 764 1,432
Cash and cash equivalents at end of the period 10,877 30,940 42,239
Cash classified as held for sale at end of the period 345 331 -
Bank loans at end of the period (76,265) - -
Lease liabilities at end of the period (3,714) (2,064) (1,396)
Net (debt)/cash including lease liabilities at end of the period (68,757) 29,207 40,843
Revolving credit facility
On 1 December 2025, the Group entered into a £70m revolving credit facility
and a £10m multicurrency term loan with HSBC Innovation Bank Limited and
Barclays Bank plc. The facility has an initial term of three years with
options to extend for up to five years. The facility was set up to fund the
acquisition of Conversia, see note 7.
Net investment hedge
A foreign currency exposure arises from the Group's net investment in its
Spanish subsidiary (Professional Group Conversia, S.L.U 'Conversia') that has
a Euro functional currency. The risk arises from the fluctuation in spot
exchange rates between Sterling and Euro, which causes the value of the net
investment to vary. The hedged risk in the net investment hedge is the risk of
a weakening of the Euro against Sterling that will result in a reduction in
the carrying amount of the Group's net investment in the subsidiary.
Part of the Group's net investment in its subsidiary is hedged by Euro
denominated secured bank loans of €75.9m at 31 December 2025, which
mitigates the foreign currency risk arising from the subsidiary's net assets.
The loan is designated as a hedging instrument for the changes in the value of
the net investment that is attributable to changes in the GBP/EUR spot rate.
To assess hedge effectiveness, the Group determines the economic relationship
between the hedging instrument and the hedged item by comparing changes in the
carrying amount of the debt that is attributable to a change in the spot rate
with changes in the investment in the foreign operation due to movements in
the spot rate (the offset method). The Group's policy is to hedge the net
investment only to the extent of the debt principal.
The amounts related to items designated as hedging instruments were as
follows:
Carrying amount
At 31 December 2025 Nominal amount Liability Line item in
£'000 £'000 the financial
statements where
the hedging
instrument
is included
Euro loans 66,265 66,265 Borrowings
During the period ended Change in value
31 December 2025
of hedging
instrument
recognised in OCI
£'000
(145)
10. Events after the reporting period
There were no events after the balance sheet date that require disclosure.
11. Cash generated from operations
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2025
2025 2024
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
From continuing and discontinued operations:
Profit before tax from continuing operations 4,851 5,672 16,420
(Loss)/profit before tax from discontinued operations (625) (492) 1,992
Adjusting item - gain on disposal of subsidiaries included in continuing - - (1,815)
operations
Adjusting items (included in operating expenses) 5,420 4,768 8,607
Depreciation of property, plant and equipment 334 379 619
Amortisation of intangible assets (continuing and discontinued) 1,585 1,084 2,529
Share based payments (including social security costs) 1,034 1,023 2,045
Net finance income (1,353) (2,266) (3,850)
Operating cash flows before movements in working capital 11,246 10,168 26,547
Decrease/(increase) in trade and other receivables 2,717 (240) 405
Decrease in trade and other payables (8,834) (3,446) (7,230)
Increase/(decrease) in provisions 1,759 (154) 5,742
Cash generated from operations before adjusting items 6,888 6,328 25,464
Cash conversion is calculated as a percentage of cash generated by operations
to adjusted EBITA as follows:
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2025 2024 2025
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
From continuing and discontinued operations:
Funds from operations before adjusting items:
Adjusted EBITA from continuing operations (note 4) 10,459 9,143 21,663
Adjusted EBITA from discontinued operations (625) (394) 2,188
Share based payments (including social security costs) 1,034 1,023 2,045
Amortisation of intangible assets - computer software (continuing and 44 17 32
discontinued)
Depreciation of property, plant and equipment (continuing and discontinued) 334 379 619
Operating cash flows before movements in working capital 11,246 10,168 26,547
Net working capital movement (4,358) (3,840) (1,083)
Funds from operations before adjusting items 6,888 6,328 25,464
Cash conversion 70% 72% 107%
Free cash flow:
Operating cash flows before movement in working capital 11,246 10,168 26,547
Net working capital movement (4,358) (3,840) (1,083)
Interest received 697 1,310 1,964
Payment of lease liabilities (240) (1,022) (1,341)
Tax paid (2,890) (3,483) (7,171)
Free cash flow 4,455 3,133 18,916
1 (#_ftnref1) Ongoing - eliminating the effects of the impact of disposals,
closures and businesses held for sale; Organic - Ongoing, eliminating
acquisitions and exchange rate fluctuations
2 (#_ftnref2) Ongoing adjusted profit before tax and ongoing adjusted EBITA
- see note 4
3 (#_ftnref3) Ongoing adjusted basic earnings per share - see the financial
review; Adjusted basic earnings per share - see note 6
4 (#_ftnref4) Net (debt)/cash includes cash and cash equivalents, held for
sale cash, bank loans and bank overdrafts but excludes lease liabilities
5 (#_ftnref5) Repeat revenue - the percentage of revenue from customers who
purchased our services in the current and prior period
6 (#_ftnref6) Recurring revenue - those contracted at least one year ahead
7 (#_ftnref7) Market consensus - adjusted PBT of £30.5m for FY26
8 (#_ftnref8) The underlying tax rate is calculated as one minus the
adjusted profit after tax divided by the adjusted profit before tax - the tax
rate excluding the tax impact of adjusting items
9 (#_ftnref9) The effective tax rate is calculated as the total tax charge
divided by profit before tax
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 IR TAMFTMTATBFF
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Wilmington
See all newsREG - Wilmington PLC - Half-year Financial Report
AnnouncementREG - Wilmington PLC - Notice of half year-end results
AnnouncementREG - Wilmington PLC - Notice of Half Year Results
AnnouncementREG - Wilmington PLC - Appointment of Joint Corporate Broker
AnnouncementREG - Wilmington PLC - Acquisition of Conversia completed
Announcement