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.