23 November 2023

                           Wilmington plc

Acquisition of Astutis for up to £21.5 million

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, has acquired Astutis Limited ("Astutis") for a total consideration of up to £21.5 million.

Astutis, which offers training for a range of globally recognised and regulated health, safety and environmental qualifications, strengthens Wilmington's portfolio of GRC training and education solutions by expanding its capabilities into the health, safety and environmental markets.

Wilmington has acquired Astutis for an initial consideration of £16.8 million, with contingent consideration 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 total consideration will be financed from the Group's existing cash resources.

The acquisition is part of Wilmington's strategy to focus on consolidating its already strong presence in the large, growing and rapidly evolving 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.

The acquisition is expected to be earnings enhancing in the first full year of ownership. In the 12-month period ended 30 June 2023, Astutis reported unaudited revenues of £7.4 million, up 25% YOY and has demonstrated a strong track record of organic growth over a number of years. Profit before tax during the period was £2.0 million with gross assets of £5.3 million, including intangible assets.

Mark Milner, Chief Executive Officer of Wilmington, said:

"The acquisition of Astutis, which is earnings enhancing, is consistent with our strategy in the GRC market to broaden and strengthen our training and education capabilities.

"Astutis embodies all of our six key business characterises in that it operates in growing GRC focussed regulated markets, has a strong and experienced management team, a comprehensive products suite, growing revenues and profits, and excellent digital capabilities.

"At the heart of our focus is our ambition to help our customers, who are operating in increasingly regulated markets, to do the right business in the right way, by providing a complementary range of information & data and training & education solutions.  Astutis' business model and core capabilities are a natural fit with our Training & Education division and will be highly complementary to our portfolio adding expertise within the Health, Safety and Environmental markets."

Background to Astutis

Established in 2011 by Steve Terry, Brenig Moore and David Lea, Astutis has become a leading provider for workforce health and safety training, with an increasingly important capability in environmental management and sustainable business. Steve Terry and Brenig Moore are remaining with the business.

Astutis is differentiated through the quality of its learning experience and by virtue of its digital-first delivery model, with strong offerings in e-learning and virtual training.  It has strong relationships with enterprise clients both in the UK and overseas.

Astutis offers training for a range of globally recognised Health, Safety and Environmental qualifications which are awarded by leading accreditation partners such as NEBOSH, IOSH and IEMA[1]. To date, over 100,000 Health, Safety and Environmental professionals have qualified with Astutis and over 5,000 organisations have trusted Astutis with their staff development.

Astutis' mission is to support learners and organisations to upskill and achieve legal compliance and integrity with the latest Health, Safety and Environmental protocols.

Headquartered in Cardiff, Wales, Astutis has over 50 employees.

The person responsible for arranging the release of this announcement on behalf of Wilmington plc is Mark Milner, a director and Chief Executive Officer of Wilmington plc.

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

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal)  Act 2018. Upon the publication of this announcement this inside information is now considered to be in the public domain.

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 close to 1,000 people and sells to around 120 countries. Wilmington is listed on the main market of the London Stock Exchange.