10 March 2025

GlobalData Plc
Full
Year Results
31 December 2024
Profitable growth and strong foundations embedded to execute
Growth Transformation Plan
GlobalData Plc (AIM: DATA,
GlobalData, the Group), data, insight, and technology company,
today publishes its results for the year ended 31 December 2024
(FY24).
· Results in line with market expectations.
· Total revenue growth of 5% to £285.5m (FY23: £273.1m),
underlying revenue growth1 of 4%.
· Continued growth in Adjusted EBITDA1 (+5%), maintained margin at
41%.
· Profit before tax grew by £13.4m to £54.9m (2023: £41.5m) a
32% increase on prior year reflecting trading performance and
reduction in finance costs.
· Underlying Contracted Forward Revenue1 growth of 4%, providing
strong visibility into 2025.
· As part of the dividend rebasing to focus capital on M&A,
final dividend proposed at 1.0p (2023: 3.2p).
· Gain of £412.0m recognised in equity following investment for
40% of the Group's Healthcare business by Inflexion Private Equity
Partners LLP ("Inflexion").
· Platform strengthened with £88.0m investment across four
value-creating M&A transactions, with a further acquisition (AI
Palette) completing on 7 March 2025 for a purchase price of
$11.5m.
· Announced proposed move to the Main Market of the London
Stock Exchange ("Main Market").
Mike Danson, Chief Executive Officer of GlobalData Plc,
commented:
"2024 was transformational
for GlobalData following Inflexion's significant investment in June
2024, which strengthened our balance sheet and accelerated our
growth strategy. We have launched and made significant progress in
our 2024-26 Growth Transformation Plan, particularly through our
AI-first approach. Our AI Hub combines our proprietary data with
advanced AI capabilities to deliver enhanced value to our customers
and has rapidly gained traction, now serving over 42,000
users.
Strategic M&A remains a core
element of our growth strategy, with four earning accretive
acquisitions completed during the year, strengthening our One
Platform offering. With much of the foundational work to
re-organise the business and set us up for accelerated growth now
completed, we enter 2025 with clear priorities and a strengthened
team to deliver. With strong revenue visibility, a clear
transformation roadmap, and the financial capacity to execute,
we're confidently progressing toward our target of £500m annualised
revenue by 2026".
Highlights
Financial results for the year
ended 31 December 2024.
Key performance metrics
|
2024
|
2023
|
Growth
|
Underlying
growth1
|
Revenue
|
£285.5m
|
£273.1m
|
+5%
|
+4%
|
Operating profit
|
£65.1m
|
£73.7m
|
-12%
|
|
Operating profit margin
|
23%
|
27%
|
-4
pts
|
|
Adjusted EBITDA1
|
£116.8m
|
£110.8m
|
+5%
|
|
Adjusted EBITDA
margin1
|
41%
|
41%
|
0
pts
|
|
Profit before tax (PBT)
|
£54.9m
|
£41.5m
|
+32%
|
|
Earnings per share
(EPS)
|
3.8p
|
3.8p
|
0%
|
|
Adjusted
EPS1
|
7.5p
|
6.8p
|
+10%
|
|
Total dividends
|
2.5p
|
4.6p
|
-46%
|
|
Contracted Forward
Revenue1
|
£171.4m
|
£153.4m
|
+12%
|
+4%
|
Net cash/ (bank
debt)1
|
£10.1m
|
(£243.9m)
|
-104%
|
|
Operational Highlights
·
Significant first-year progress against our
three-year Growth Transformation Plan.
·
Investment for 40% of the Group's Healthcare
business by Inflexion supports mid-term strategic goals, generating
gross cash proceeds of £451.4m. Pre-existing debt facilities fully
settled and extinguished upon transaction completion.
·
Platform strengthened with £88.0m of investment
across four earning accretive acquisitions (Business Trade Media
International, LinkUp, Celent and Deallus).
·
Transformative year in AI:
o Demonstrable impact for customers, with over 42,000 users now
subscribed to GlobalData's AI Hub, transforming how users discover
and apply insights in their daily workflows.
·
Two Share Buyback Programmes completed returning
£29.3m to shareholders; a further £50m buyback announced for
2025.
·
Announced proposed move to the Main
Market.
·
Completed, on 7 March 2025, the acquisition of AI
Palette for a purchase price of $11.5m, an AI Powered consumer
insights platform offering an Innovation Intelligence solution to
the Consumer-packaged goods sector.
Financial Highlights
·
Strong growth in both revenue and profit before
tax:
o Overall revenue growth of 5% at £285.5m (2023: £273.1m),
which includes some benefit of acquisitions and despite currency
headwinds during the year.
o Robust underlying revenue growth of 4% (2023: 7%).
·
Adjusted EBITDA up 5% to £116.8m (2023: £110.8m),
Adjusted EBITDA margin maintained at 41% (2023: 41%).
·
Operating Profit declined 12%
to £65.1m having been impacted by current year acquisition and
integration expenses, restructuring costs incurred on the
Healthcare transaction and an increase in the share-based payment
charge.
·
Profit before tax grew by
£13.4m to £54.9m (2023: £41.5m) a 32% increase on prior year
reflecting trading performance and reduction in finance
costs.
·
Operating cash flow was £97.6m (2023: £101.0m), a
decrease of 3% reflecting one-off cash costs associated with the
Inflexion Healthcare transaction and the four
acquisitions.
· Contracted Forward Revenue (being Invoiced Forward Revenue
plus contracted revenue not yet invoiced) grew by 12% to £171.4m
(2023: £153.4m), the underlying growth of this metric was
4%.
·
Invoiced Forward Revenue grew
to £145.3m (underlying growth of 3%) at 31 December 2024 (31
December 2023: £135.2m).
·
Signed new £340m debt financing facilities giving
the Group significant firepower to execute its M&A
strategy.
·
As part of the dividend rebasing to focus capital
on M&A, final dividend proposed at 1.0p (2023:
3.2p).
Current Trading and Outlook
·
Robust outlook is underpinned
by high levels of revenue visibility, good execution of the Growth
Transformation Plan and a strong financial position that allows
continued investment in strategic growth opportunities.
·
Clear financial targets for FY25 and
beyond:
o Platform in place to accelerate organic and inorganic growth
opportunities across our two customer-focused divisions.
o Targeting annualised revenue of £500m by the end of 2026,
through a combination of high single to double-digit organic
revenue growth and M&A.
o Steadily
progressing towards 45% Adjusted EBITDA margin over the course of
the plan period and reinvesting into the Growth Transformation
Plan.
Note 1: Defined in the
explanation of non-IFRS measures on page 20.
ENQUIRIES
GlobalData Plc
|
|
|
Mike Danson, Chief Executive
Officer
|
0207 936 6400
|
|
Graham Lilley, Chief Financial
Officer
|
|
|
|
|
|
J.P. Morgan Cazenove (Nomad, Joint Broker)
|
0203 493 8000
|
|
Bill Hutchings
|
|
|
Mose Adigun
|
|
|
|
|
|
Panmure Liberum (Joint Broker)
|
0207 886 2500
|
|
Rupert Dearden
|
|
|
Dougie McLeod
|
|
|
|
|
|
Investec Bank plc (Joint Broker)
Henry Reast
Virginia Bull
|
0207 597 5970
|
|
|
|
|
FTI Consulting (Financial PR)
|
0203 727 1000
|
|
Edward Bridges
|
globaldata@fticonsulting.com
|
|
Dwight Burden
|
|
|
Emma Hall
|
|
Notes to Editors
About GlobalData Plc
GlobalData Plc (AIM: DATA) is a
leading data, insights, and analytics platform for the world's
largest industries. Our mission is to help our clients decode
the future, make better decisions, and reach more customers. On 6
February 2025, GlobalData announced its intention to apply for its
ordinary shares to be admitted to the Equity Shares (commercial
company) listing segment of the Official List and to trading on the
main market for listed securities (the "Main Market") of the London
Stock Exchange plc.
One Platform Model
GlobalData's One
Platform model is the foundation of our business and is the
result of years of continuous investment, targeted acquisitions,
and organic development. This model governs everything we
do, from how we develop and manage our products, to our approach to
sales and customer success, and supporting business
operations. At its core, this approach integrates our unique
data, expert analysis, and innovative solutions
into an integrated suite of client solutions and digital
community platforms, designed to serve a broad range of industry
markets and customer needs on a global basis. The operational
leverage this provides means we can respond rapidly to
changing customer needs and market opportunities, and continuously
manage and develop products quickly, at scale, with limited capital
investment as well as providing unique integration opportunities
for M&A.
Strategic Priorities
GlobalData's four strategic priorities are:
Customer Obsession, World-Class Product, Sales Excellence and
Operational Agility.
CHIEF EXECUTIVE'S REVIEW
FY24 marked the start of our next
growth chapter as we launched our new Growth Transformation Plan
2024-2026. We have spent a lot of time this year laying the
foundations in order to drive execution and further scale our One
Platform. The first year of the plan has been about building a
strong foundation, re-organising our business into two divisions
and investing in our sales force, AI capability and client
solutions to position the Group for successful
execution.
The plan focuses on expanding
sales headcount, innovating through product development and
embedding our wider AI transformation programme, as well as scaling
up our M&A ambitions. This year, we saw significant investment
in these core areas, making 2024 a year of evolution for GlobalData
putting us in a strong position to accelerate our growth and
deliver sustainable value creation for our shareholders, the
benefits of which I'm pleased to say we are already starting to
realise.
FY24 performance and investment across our growth
pillars
In FY24 we have delivered steady
revenue growth of 5% to £286m, within the range of market
expectations (2023: £273m), which represents 4% growth on an
underlying basis. We continued to invest in a number of planned
initiatives to secure future growth over the medium term, but with
good cost discipline, Adjusted EBITDA margin was maintained at
41%.
GlobalData closed the year with
underlying Contracted Forward Revenue ("CFR") growth of 4%,
providing strong visibility into 2025.
As planned, 2024 was a significant
year of investment across our Growth Transformation Plan
initiatives. We continued to invest in our AI capabilities,
delivering demonstrable client impact with a 60% increase in AI Hub
usage, as well as launching our new client solutions offerings and
increasing our sales headcount with an additional 30 senior sales
positions.
The investment made by Inflexion
in our Healthcare business, in June 2024, was transformational in
many respects. The transaction valued the business at close to 22x
Adjusted EBITDA (based upon 12 months to 30 June 2023) and the
Group recognised a £412m gain directly within equity as a result.
The cash receipt has provided the wider Group with the firepower to
support growth through a bolt-on M&A strategy.
During the second half of the year
we closed four acquisitions for a combined equity value of £88m,
the acquisitions are expected to add c.£42m of revenues during FY25
and benefit from improved contribution levels as the businesses
become fully integrated into the GlobalData business model. The
Group closes the year in a positive net cash position providing
additional flexibility to accelerate future value-creating M&A
activity. In addition to M&A, we have also deployed capital
towards share buybacks in the second half, maintaining a
disciplined approach to capital allocation.
Executing our Growth Transformation Plan
2024-2026
We have delivered good revenue
growth while maintaining strong margins, despite significant
investments in our transformation programme. Our strong recurring
revenue base has continued to expand, providing increased
visibility and stability to our future earnings. We aim for
high-single to double digit organic revenue growth and whilst our
growth was below this target in 2024, we firmly believe that we
have the right programme in place to accelerate the Group's revenue
growth. In particular, I am confident that our customer focused
initiatives, will have a positive impact on our target to achieve
>90% volume renewal rate (>£20k clients) over the medium
term. Our volume renewal rates have marginally reduced during 2024
to 83% (2023: 84%).
During the first year of the
Growth Transformation Plan clear progress has been made against our
four strategic pillars which are as follows:

Customer Obsession: our number one priority
Having reorganised our structure
at the start of FY24, the number one priority remains our customer
obsession. We believe this is the key enabler for sustainable value
creation, which is why investment in our people has been
prioritised with a concentration on three major areas;
customer-driven re-organisation, solutions-focused user interface,
and customer engagement.
Firstly, our re-organisation
focused upon the separation of the Healthcare business at an
operational level, but the real emphasis was setting up
customer-centric organisational structures. We hired a Chief
Revenue Officer ("CRO") and Chief Operating Officer ("COO") within
the Healthcare division as well as a Global CRO and COO covering
all other industry sectors, each with a customer-centric and growth
transformation mandate.
Within this structure we have
hired strategic and major account managers across the Group to help
our focus on creating strategic partnership and build customer
relationships amongst our larger client cohort. The reorganisation
has taken time to set up, which has impacted our trading results in
the short term. However, we are confident that the changes we have
made are the right ones and we are starting to see the early
benefits of this coming through in some initiatives.
Secondly, our Growth
Transformation Plan is underpinned by a clients solutions-based
model. Our Solutions initiatives centre around ensuring client
delivery is focused and personalised to the job role and use case
for the proprietary data and content. Through solutions such as
Sales Intelligence, Strategic Intelligence and Competitive
Intelligence, we are creating tools, workflows and configuration
that is tailored to the user and their required outcomes. Our
investment in AI is allowing us to do this at scale and with
additional tools such as AI Hub and virtual assistants, we are now
creating a transformational user interface and user experience.
This powerful combination of AI and human expertise is what
continues to set us apart from our peers. This is why it means
greater focus on investment in solutions and AI capabilities - all
to provide better solutions to our customers.
And finally, customer engagement
remains central to our success, where staying closer to and
building stronger relationships is of utmost importance. The
strength of our relationships is reflected in the frequency and
quality of client engagement across our divisions. The quality,
insights and specialist industry knowledge of our analysts is a key
value point in our service to clients, increasing the levels of
engagement is an extremely important value driver for our customers
and long term will increase the quality and longevity of customer
partnerships.
A key outcome of our Customer
Obsession activities is to move the business towards our target
renewal rate (by volume) to more than 90% over the medium term.
Volume renewal rates (customers >£20k) marginally reduced to 83%
in FY24 (FY23: 84%). We also have a clear focus on increasing our
penetration with large clients. During 2024, our volume renewal
rate for clients spending more than £100,000 was 98% (FY23: 97%),
which reflects a client base of 431 clients (FY23: 406) with an
accumulated value of £123m (FY23: £114m).
World Class Product: Significant investment in products,
solutions and AI capability
2024 has been a significant year
for investment in our product and AI capability. We see increasing
demand from customers for more sophisticated and efficient
solutions and, as we continue to innovate to stay at the forefront
with our value-adding product enhancements, we are actively
transitioning to a solutions-based model. Our AI capability is
embedded across the portfolio, and through investment in technology
stack and enhancing AI powered solutions, we are now offering a
more personalised experience to customers.
Moreover, following the successful
beta trial of AI Hub, we now see a demonstrable impact for
customers, with over 42,000 users now subscribed to AI Hub,
transforming how users discover and apply insights in their daily
workflows.
This success is primarily driven
by our AI experts, as well as broader workforce who nurture their
skills through our AI training programme. We launched 'All in on
AI', an ongoing campaign designed to give all colleagues the
information and tools they need to tell our AI story with clarity
and confidence, as well as the platform to provide feedback and
ideas.
Strategic use of AI remains one of
our key competitive differentiators, and this technology is
embedded across our One Platform.
Transformation is well underway to
a solutions-based model:

Sales Excellence: Investing in sales to drive organic
growth
Now operating as two segments -
Healthcare and Non-Healthcare - our sales teams have been
recalibrated to drive organic value creation. Led by our two new
CROs, we are transforming the balance of our sales operation to be
more focused on larger clients given our opportunity to increase
average client value within the greater economics of this customer
cohort.
Our front-line sales personnel
capacity has been expanded from c.270 to 370 effective March 2025,
including an additional 30 senior sales positions. We remain on
track to grow our sales team by more than 150 additional
salespeople during the Growth Transformation Plan. Our value
creation plan focuses on the following growth levers:
Reduction of churn - Our
volume renewal rate was 83% (customers >£20k), which is
reflective of churn across our low to mid-tier clients. Our focus
on solutions and AI in customer usability will help to reduce the
training and onboarding required by making the service more
intuitive and tailored to specific use cases. This approach will
give us more scalability in servicing client needs.
And secondly, our new licence
model gives more access to clients via teams or enterprise
licensing which will reduce the single user risk that we have
carried with a number of low and mid-tier clients and drive more
usage of the product and ultimately more value to the
customer.
Price - We have developed a
new pricing model which does not price the product by seat, but
instead looks at teams and enterprise usage. We believe by doing
this, we are significantly increasing the potential value to the
customer and increasing usage. In exchange for the additional
value, which also includes additional tools, solutions workflows
and AI Hub without additional charge, this will give us much
stronger pricing power going forwards.
Upsell/ Cross Sell - Our new
licence model will also drive significant opportunity to increase
penetration within our existing clients, particularly within our
larger clients. The licensing model enables the expansion into
different teams and geographies, as well as more modularisation
within the data sets. Our solutions approach also gives us
opportunities to approach different use cases within a business and
develop new relationships with different teams in the organisation,
as well as giving additional opportunity for revenue with
configuration and custom work.
New Logo Sales - We continue
to have a significant opportunity across the industries we serve,
with a Total Addressable Market in excess of £20bn. We continue to
invest in our sales headcount, our organisational structure and our
processes.
The use of AI to optimise our
internal processes, including our renewals workflow, is showing
early signs of improvement. Embedding AI tools into the renewal
workflow provides a customer health scorecard, making the renewal
process more efficient.
Operational Agility: Supporting our operational excellence
through strategic M&A
Strategic, value-enhancing M&A
remains a core pillar of our growth strategy, and in 2024 we
recognised a number of good opportunities to enhance our platform.
GlobalData's centralised model for our One Platform is key to the
seamless execution of our acquisitions. We have a proven playbook
to integrate assets onto our platform. From Day 1 there are
benefits to the access our centralised model provides which allows
us to remove costs, access synergies and set up new bolt-on
acquisitions to scale on our platform.
The investment from Inflexion,
which completed in June 2024, generated gross cash proceeds of
£451.4m and resulted in settlement of the Group's pre-existing
finance facilities. We therefore now have the firepower to support
growth through a bolt-on M&A strategy. As part of our ongoing
efforts to invest and scale our One Platform to make it the best it
can be, we closed four M&A transactions for a combined equity
value of c.£88m, with integration of the businesses progressing as
planned.
Our acquisition of Business Trade
Media International is in line with our GlobalData curve strategy,
aimed at brand enhancement and increased engagement with our
clients and prospects across the GlobalData assets. It will further
accelerate our capability in this area, giving us access to a
greater audience across our vertical coverage.
LinkUp, the leading provider of
global job market data, adds to our growing strategic intelligence
offering as well as strengthening its presence within the financial
markets audience. This complementary acquisition offers our new and
existing clients significant value by adding real-time proprietary
technology that indexes millions of job listings.
The acquisition of Celent
represents a further complementary acquisition, which is aligned
closely to our bolt-on M&A strategy, bringing our collective
expertise and talent together to create even more value for our
existing customers as well as opportunities to serve new customers
in the financial services market.

Towards the end of the year, we
completed the acquisition of Deallus, a market-leading competitive
intelligence solutions provider focused on the global life sciences
sector. As we embed Deallus into our One Platform, it will enhance
our capabilities in delivering life sciences solutions, building
deeper, more embedded relationships with major brands within the
pharmaceutical sector.
The final transaction was funded
by the Group's new £340m debt financing facilities. These
facilities, in addition to cash on balance sheet, give us
significant firepower to enable the continued execution of our
M&A strategy.
Maintaining a disciplined approach to capital
allocation
Our objective remains to achieve
long-term compounding growth to enhance shareholder value, and we
maintain a disciplined approach to capital.
To reflect the impact of the
Healthcare transaction, the dividend was rebased from 1 July 2024,
and a progressive policy will be applied in future years, taking
into account growth in profitability, free cash flow performance as
well as investment and M&A opportunity.
Whilst maintaining a disciplined
approach to capital allocation, we have used some funds for further
share buybacks. The Group has completed two Share Buyback
Programmes announced on 31 July 2024 and 23 September 2024, with
shares purchased to the value of £29.3m, with a further £50m
buyback announced for 2025.
ESG
We remain committed to creating an
ethical and sustainable business. Our near term and Net Zero
targets have been validated and were published by SBTi in
June.
Following the appointment of our
Chief People Officer in January, we have enhanced our commitment to
investing in our people as a core component of our Growth
Transformation Plan. For example, as part of our AI strategy we
have introduced a foundational AI programme to create a unified
understanding of AI across the business. We have launched Phase 2
of the AI training programme in the second half of this year, to
continue equipping our employees with relevant skills that they can
use in daily tasks to improve productivity and enhance customer
experiences.
Our Colleagues
During this year of change for
GlobalData, we were pleased to see such a high level of engagement
among our colleagues who continuously provide feedback on the ways
we can improve our business.
2024 has certainly been a year of
operational achievements driven by our dedicated colleagues, and I
would like to thank everyone for their energy and drive to make
GlobalData the first choice for intelligence solutions for our
customers.
Proposed move from AIM to Main Market
In February 2025, the Group
announced its intention to apply for its ordinary shares to be
admitted to the Equity Shares (commercial company) listing segment
of the Official List and to trading on the main market for listed
securities of the London Stock Exchange
plc ("Admission"). The Board believes that Admission will
further enhance the Company's corporate profile and recognition, as
well as extending the opportunity to own the Company's ordinary
shares to a broader group of UK and global institutional
shareholders.
Current Trading and Outlook
Looking ahead, we are confident in
GlobalData's outlook for 2025, underpinned by high levels of
revenue visibility, good execution of the Growth Transformation
Plan and a strong financial position that allows continued
investment in strategic growth opportunities.
Operationally and structurally, we
have built a very strong foundation this year, including
re-organising and adding to our teams for seamless execution in
2025.
We remain on track to progress
towards 45% Adjusted EBITDA margin over the course of the plan
period and maintain our ambition of high single to double-digit
underlying organic revenue growth, supplemented by strategic
M&A to surpass £500m annualised revenue by the end of our
3-year plan.
Mike Danson
Chief Executive
10 March 2025
Financial Review
£m
|
Year ended
31 December
2024
|
Year ended
31 December
2023
|
Change
%
|
Revenue
|
285.5
|
273.1
|
+5%
|
Operating profit
|
65.1
|
73.7
|
-12%
|
Depreciation
|
5.8
|
6.2
|
-6%
|
Amortisation of acquired
intangible assets
|
8.9
|
9.0
|
-1%
|
Amortisation of
software
|
1.9
|
1.6
|
+19%
|
Share-based payments
charge
|
24.1
|
19.4
|
+24%
|
Restructuring and refinancing
costs
|
5.3
|
1.7
|
+212%
|
Acquisition and integration
costs
|
4.0
|
1.3
|
+208%
|
Costs relating to share-based
payments scheme
|
0.3
|
0.2
|
+50%
|
Revaluation loss/ (gain) on short-
and long-term derivatives
|
1.7
|
(0.8)
|
-313%
|
Unrealised operating foreign
exchange gain
|
(0.3)
|
(1.5)
|
-80%
|
Adjusted EBITDA1
|
116.8
|
110.8
|
+5%
|
Adjusted EBITDA
margin1
|
41%
|
41%
|
0pts
|
|
|
|
|
Profit before tax
|
54.9
|
41.5
|
+32%
|
Amortisation of acquired
intangible assets
|
8.9
|
9.0
|
-1%
|
Share-based payments
charge
|
24.1
|
19.4
|
+24%
|
Restructuring and refinancing
costs
|
5.3
|
1.7
|
+212%
|
Acquisition and integration
costs
|
4.0
|
1.3
|
+208%
|
Costs relating to share-based
payments scheme
|
0.3
|
0.2
|
+50%
|
Revaluation loss/ (gain) on short-
and long-term derivatives
|
1.7
|
(0.8)
|
-313%
|
Unrealised operating foreign
exchange gain
|
(0.3)
|
(1.5)
|
-80%
|
Revaluation of interest rate
swap
|
(2.8)
|
2.8
|
-200%
|
Adjusted profit before tax1
|
96.1
|
73.6
|
+31%
|
Adjusted income tax
expense1
|
(27.2)
|
(18.5)
|
+47%
|
Adjusted profit after tax1
|
68.9
|
55.1
|
+25%
|
Allocated to equity holders of the parent
|
58.8
|
55.1
|
+7%
|
Allocated to non-controlling interest
|
10.1
|
-
|
+100%
|
|
|
|
|
|
Cash flow generated from operations
|
97.6
|
101.0
|
-3%
|
Interest paid
|
(10.9)
|
(23.0)
|
-53%
|
Income taxes paid
|
(40.7)
|
(12.0)
|
+239%
|
Contingent consideration
paid
|
(0.5)
|
(0.2)
|
+150%
|
Principal elements of lease
payments
|
(5.6)
|
(5.4)
|
+4%
|
Purchase of intangible and
tangible assets
|
(7.2)
|
(4.2)
|
+71%
|
Free cash flow1
|
32.7
|
56.2
|
-42%
|
Operating cash flow conversion
%1
|
84%
|
91%
|
-7pts
|
Free cash flow conversion
%1
|
34%
|
76%
|
-42pts
|
|
|
|
|
|
Earnings attributable to equity holders:
|
|
|
|
|
Basic earnings per share
(pence)
|
3.8
|
3.8
|
0%
|
|
Diluted earnings per share
(pence)
|
3.7
|
3.8
|
-3%
|
|
Adjusted basic earnings per share
(pence)
|
7.5
|
6.8
|
+10%
|
|
Adjusted diluted earnings per
share (pence)
|
7.4
|
6.7
|
+10%
|
|
|
|
|
|
|
|
|
|
|
1 Defined in the explanation of non-IFRS measures on page
20.
Key Performance Indicators:
Financial Key Performance
Indicators
The financial KPIs detailed below
are used, in addition to statutory reporting measures, by the
Executive Directors to monitor the Group's performance and
progress.
|
Revenue
|
Contracted Forward
Revenue
|
Adjusted
EBITDA
|
Adjusted EBITDA
margin
|
Net cash/ (bank
debt)
|
2024
|
£285.5m
|
£171.4m
|
£116.8m
|
41%
|
£10.1m
|
2023
|
£273.1m
|
£153.4m
|
£110.8m
|
41%
|
(£243.9m)
|
% reported growth
|
+5%
|
+12%
|
+5%
|
0p.p.
|
-104%
|
% underlying growth
|
+4%
|
+4%
|
+7%
|
+1p.p.
|
N/a
|
The platform economics of our
business model meant that we continued to see a large flow through
of incremental revenue to Adjusted EBITDA without material
incremental cost of sale. Over the course of the past four years,
we have seen material margin improvement in the business, and since
2023, we are now reporting an Adjusted EBITDA margin in excess of
40%, at 41%.
We finished the year with good
visibility on future revenues, following another good year of
revenue growth. Contracted Forward Revenue grew to £171.4m as at 31
December 2024 (31 December 2023: £153.4m).
The Group has changed its forward
revenue metric to include contracted forward revenue, but
un-invoiced at the balance sheet date. The reason for this change
is that the timing of invoices does not always reflect the
underlying performance of ongoing contracted revenue. For
comparison, Invoiced Forward Revenue grew to £145.3m (underlying
growth of 3%) at 31 December 2024 (31 December 2023:
£135.2m).
Operational Key Performance
Indicators
As at 31 December 2024, the total
number of clients (>£5,000 spend) grew 4% to 4,979 (2023: 4,810)
excluding the impact of the recent acquisitions.
|
Clients
>£20,000
|
All
Clients
(above
£5,000)
|
|
Value renewal
rate
|
Volume
renewal
rate
|
Average client
value
(£'000)
|
Value renewal
rate
|
Volume
renewal
rate
|
Average client
value
(£'000)
|
2024
|
93%
|
83%
|
£79.1
|
92%
|
79%
|
£49.7
|
2023
|
94%
|
84%
|
£76.2
|
94%
|
80%
|
£48.7
|
Movement
|
-1pt
|
-1pt
|
+4%
|
-2pts
|
-1pt
|
+2%
|
Our volume renewal rates were
materially consistent with the previous year, although slightly
down (1pt). As part of the Growth Transformation Plan a number of
initiatives and strategic focus has been on Customer Obsession and
we believe that these will drive towards our stated ambition of
volume renewal rates of >90% over the longer term.
Financial Review Notes
The financial position and
performance of the business are reflective of the key financial
elements of our business model: visible and recurring revenues,
high incremental margins, scalable opportunity and strong cash
flows. The Directors believe that Adjusted EBITDA, Adjusted EBITDA
margin, Adjusted profit before tax, Adjusted profit after tax and
Adjusted earnings per share provide additional useful information
on the operational performance of the Group to shareholders, and
internally we review the results of the Group using these measures.
The term 'adjusted' is not a defined term under IFRS and may not
therefore be comparable with similarly titled profit measures
reported by other companies. It is not intended to be a substitute
for, or superior to, IFRS measures of profit.
The Directors also believe that
reviewing revenue growth on an 'underlying' basis gives a useful
view on the performance of the business. By reviewing growth
excluding the impact of currency and the impact of acquisitions,
the Directors can review performance on a like-for-like basis. The
term 'underlying' is not a defined term under IFRS and may not
therefore be comparable with similarly titled measures reported by
other companies.
Financial Key Performance Indicators
('KPIs')
The financial KPIs on page 11 are
used, in addition to statutory reporting measures, by the Executive
Directors to monitor the Group's performance and progress. These
key performance indicators are used to measure progress against
strategy, the strength of the business and long-term prospects for
our stakeholders.
Operational Key Performance Indicators
The operational key performance
indicators below are used by the Directors to monitor the quality
of revenue growth and understand underlying performance. Our
operational key performance indicators are:
Value Renewal Rate - this is
calculated in reference to the total spend of existing clients with
subscription contracts in the last twelve months, compared to the
total spend of those same clients in the twelve months prior to
that.
Volume Renewal Rate - this is
calculated in reference to the number of existing clients with
subscription contracts in the last twelve months, compared to the
same number of clients in the twelve months prior to
that.
Average Client Value - this is
calculated using the total value of sales across our clients with
subscription contracts and dividing by the number of clients with
subscription contracts, which shows an average value.
Our operational KPIs reference
sales orders rather than revenue and therefore impact both revenue
recognised in the year as well as Invoiced Forward
Revenue.
|
The Group's Performance This Year
1. Inflexion Investment acquired 40% stake in the
Group's Healthcare business
On 21 December 2023, the Group
announced that it had exchanged on a transaction to sell 40% of the
Group's Healthcare business to Inflexion, the transaction completed
on 28 June 2024. The financial impact of the transaction on the
Group consolidated financial statements is summarised
below:
· £451.4m
gross cash proceeds received, £305m of
pre-existing debt facilities were fully settled and
extinguished on completion of the transaction;
·
£412.0m gain recognised
directly in retained profit within the Consolidated Statement of
Changes in Equity;
·
£17.1m of non-controlling
interest in the Consolidated Statement of Financial Position as at
31 December 2024.
2. Revenue
Revenue grew by 5% to £285.5m
(2023: £273.1m). The majority of the increase came from underlying
growth of 4%, aided by c.2% benefit from acquisitions which was
offset by c.2% adverse movements on currency. On an underlying
basis, subscriptions grew by 4% underpinned by continued strong
renewal rates, and new business wins. As a result of the weighting
of acquisitions, subscription revenue as a proportion of total
revenue reduced slightly to 75% (2023: 77%).
3. Profit before tax
Profit before tax for the year
grew by £13.4m to £54.9m (2023: £41.5m), which represents stronger
operating performance at an Adjusted EBITDA level combined with a
reduction in other operating costs, driven by lower finance costs
(-£22.0m), reflecting a reduction in average drawn debt in 2024
compared with 2023. Operating profits reduced by 12% in the year to
£65.1m (2023: £73.7m), primarily as a result of current year
acquisition and integration expenses, combined with restructuring
costs incurred on the Healthcare transaction and an increase in the
share-based payment charge.
£m
|
Year ended
31 December
2024
|
Year ended
31 December
2023
|
Change %
|
Revenue
|
285.5
|
273.1
|
+5%
|
Operating costs (excluding
adjusting items)
|
(168.7)
|
(162.3)
|
+4%
|
Adjusted EBITDA
|
116.8
|
110.8
|
+5%
|
Depreciation
|
(5.8)
|
(6.2)
|
-6%
|
Amortisation of acquired
intangible assets
|
(8.9)
|
(9.0)
|
-1%
|
Amortisation of
software
|
(1.9)
|
(1.6)
|
+19%
|
Share-based payments
charge
|
(24.1)
|
(19.4)
|
+24%
|
Restructuring and refinancing
costs
|
(5.3)
|
(1.7)
|
+212%
|
Acquisition and integration
costs
|
(4.0)
|
(1.3)
|
+208%
|
Costs relating to share-based
payment schemes
|
(0.3)
|
(0.2)
|
+50%
|
Revaluation (loss)/ gain on short
and long-term derivatives
|
(1.7)
|
0.8
|
-313%
|
Unrealised operating foreign
exchange gains
|
0.3
|
1.5
|
-80%
|
Finance costs
|
(10.2)
|
(32.2)
|
-68%
|
Profit before tax
|
54.9
|
41.5
|
+32%
|
Adjusted
EBITDA
Adjusted EBITDA increased by 5% to
£116.8m (2023: £110.8m). The revenue growth of £12.4m (£11.9m of
which was underlying growth) was offset with cost increases of
£6.4m (largely representing the full year impact of acquisitions
which closed in the second half of 2024), meaning that the overall
net improvement to Adjusted EBITDA was £6.0m (incremental margin of
48%). The growth in Adjusted EBITDA is reflective of the
operational gearing in our business model and our ability to
control what is a relatively fixed cost base. Our underlying
Adjusted EBITDA margin grew to 42%, but the impact of acquisitions
reduced the overall Adjusted EBITDA margin which remained at 41%
(2023: 41%).
On an underlying basis, Adjusted
EBITDA grew by 7% and Adjusted EBITDA margin increased by 1
percentage point, which is reconciled below.
£m
|
£m
|
Revenue as reported - 2024
|
285.5
|
Add back currency
movements
|
4.5
|
Deduct post-acquisition revenue of
M&A
|
(5.0)
|
Revenue underlying - 2024
|
285.0
|
2023
|
273.1
|
Reported Growth
|
5%
|
Underlying Growth
|
4%
|
|
|
Adjusted EBITDA as reported - 2024
|
116.8
|
Add back currency
movements
|
3.1
|
Deduct post-acquisition Adjusted
EBITDA of M&A
|
(1.0)
|
Adjusted EBITDA underlying - 2024
|
118.9
|
2023
|
110.8
|
Reported Growth
|
5%
|
Underlying Growth
|
7%
|
|
|
Adjusted EBITDA margin underlying - 2024
|
42%
|
2023
|
41%
|
Movement
|
1pts
|
Adjusting
items
The Group experienced a
significant amount of corporate activity during 2024, including:
Inflexion Healthcare investment which required a large amount of
corporate and legal restructuring pre-completion in order to
establish the Healthcare sub-group; acquisition and integration of
four M&A transactions; launch of the initiatives associated
with the Growth Transformation Plan.
Adjusting items grew by £14.7m in
total, with some significant individual movements of
note:
·
The share-based payment charge
has increased from £19.4m to £24.1m, driven by new grants in the
year and lower actual churn than the previous model assumptions,
which required trueing up in the year.
Acquisition and integration costs
increased year on year, from £1.3m to £4.0m, reflective of
additional M&A activity during 2024. The Group completed four
acquisitions during the year, being BTMI, LinkUp, Celent and
Deallus as disclosed in note 13.
·
Restructuring costs totalling
£4.5m have been recognised within the Group, which have principally
arisen as a result of the pre-completion steps required to
restructure the Group ahead of the Inflexion investment in the
Healthcare business.
·
Unrealised foreign exchange losses of £1.4m were
recognised during the year, in comparison with a total gain in 2023
of £2.3m.
Finance
costs
Finance costs have decreased by
68% to £10.2m (2023: £32.2m) which is inclusive of a non-cash
interest charge of £1.4m relating to financial liabilities measured
at amortised cost (2023: £5.1m), revaluation gain on the terminated
interest rate swap of £2.8m (2023: loss of £2.8m) and IFRS16 leases
interest of £1.1m (2023: £1.1m). The cash paid in interest in 2024
was £10.9m (2023: £23.0m) reflecting a decrease in average drawn
debt in 2024 compared with 2023. The Group repaid £305.0m of debt
on 28 June 2024 following the investment from Inflexion, which was
the key driver in reduced interest payments in the year.
Finance costs in relation to the
newly negotiated banking facilities are calculated on drawn debt
based upon a margin range of 225-325bps, dependent on adjusted
leverage, plus SONIA (Sterling Overnight Index Average rate).
Undrawn debt carries interest at one third of the prevailing
margin.
Leases
Within our operating costs,
depreciation in relation to right-of-use assets was £4.6m (2023:
£5.1m). Our net finance costs include interest of £1.1m in relation
to lease liabilities (2023: £1.1m).
4. Foreign exchange impact on
results
The Group derives around 60% of
revenues in currencies other than Sterling, compared with around
40% of its cost base. The impact of currency movements in the year
reduced revenue by £4.5m, which mainly reflected volatility of
Sterling against US Dollar (average rate: 2024: 1.28, 2023: 1.24).
By 31 December 2024, the rate of Sterling against US Dollar was
comparable with the previous year and therefore had limited impact
on closing Contracted Forward Revenue. The Group cost base
benefitted from currency movements by £1.4m. The full impact of
currency on Adjusted EBITDA was a reduction of £3.1m.
£m
|
Revenue
|
Operating
costs1
|
Adjusted
EBITDA
|
Adjusted
EBITDA
Margin
|
Contracted Forward
Revenue
|
As reported
|
285.5
|
(168.7)
|
116.8
|
41%
|
171.4
|
Add back currency movements
|
|
|
|
|
|
US Dollar
|
3.6
|
(1.5)
|
2.1
|
|
(0.1)
|
Euro
|
0.1
|
0.0
|
0.1
|
|
0.2
|
Other
|
0.8
|
0.1
|
0.9
|
|
0.4
|
Constant currency
|
290.0
|
(170.1)
|
119.9
|
41%
|
171.9
|
2023 - as reported
|
273.1
|
(162.3)
|
110.8
|
41%
|
153.4
|
Constant currency growth
|
6%
|
5%
|
8%
|
0.p.p.
|
12%
|
1Operating costs excluding adjusting items.
5. Taxation
The Group's effective income tax
rate (ETR) for the reporting period is 33.5% which exceeds the
statutory UK income tax rate for the period of 25.0%. The major
components increasing the ETR are local withholding taxes
chargeable on the distribution of profits from overseas
subsidiaries, for which double taxation relief is not available,
and expenses that are non-deductible for tax
purposes.
Key factors that may impact the
Group's future tax charge as a percentage of underlying profits are
the mix of profits and losses between the jurisdictions in which
the Group operates and the corresponding tax rates in those
territories, the impact of non-deductible expenditure and
non-taxable income and the utilisation (with a corresponding
reduction in cash tax payments) of previously unrecognised deferred
tax assets.
The ETR for the reporting period
has been elevated due to the separation of the Healthcare business
and the subsequent investment by Inflexion. This event is not
expected to have an ongoing impact on the tax rate in future
periods.
Reconciliation of statutory income
tax charge to adjusted income tax charge is presented
below:
£m
|
Year ended
31 December
2024
|
Year ended
31 December
2023
|
Statutory income tax charge
|
18.4
|
10.7
|
Amortisation of acquired
intangible assets
|
2.3
|
1.9
|
Share-based payments
charge
|
5.0
|
4.8
|
Restructuring and refinancing
costs
|
1.3
|
0.3
|
Costs relating to share-based
payment schemes
|
0.1
|
-
|
Unrealised operating foreign
exchange loss/ (gain)
|
0.5
|
(0.6)
|
Revaluation of interest rate
swap
|
(0.7)
|
0.7
|
Corporate tax rate
change
|
(0.1)
|
0.4
|
Movement in unrecognised deferred
tax
|
0.4
|
0.3
|
Adjusted income tax charge
|
27.2
|
18.5
|
The tax effect of adjusting items
in 2024 of £8.8m is broadly similar to the prior year (2023:
£7.8m). Key variances include the impact of adjusting
for:
·
Tax deductible refinancing costs, arising from
the new debt facilities agreed during 2024;
·
Tax deductible unrealised foreign exchange losses
sustained during 2024; and
·
The closure of an interest rate swap during 2024,
reversing the tax effect recognised in the prior year.
6. Earnings per share
Basic EPS was 3.8 pence per share
(2023: 3.8 pence per share). Fully diluted profit per share was 3.7
pence per share (2023: 3.8 pence per share). Adjusted basic
earnings per share grew from 6.8 pence per share to 7.5 pence per
share, representing 10% growth.
Growth in Adjusted earnings per
share (+10%) rose above the growth in Adjusted EBITDA (+5%) mainly
as a result of decreased finance charges in the year. Cash interest
charges decreased by £12.1m (-53%) as well as non-cash finance
costs decreasing by £9.9m compared with 2023. Non-cash finance
charges include non-cash interest relating to financial liabilities
measured at amortised cost of £1.4m (2023: 5.1m). The decreased
charge in the year reflects that the Group settled its pre-existing
loan facility in full during June 2024 therefore had £nil
interest-bearing indebtedness until late December 2024 when £44.5m
was drawn down in relation to the new loan facilities.
7. Dividends
As noted in our half year results
statement (published 31 July 2024), following on from the
completion of the Healthcare transaction and the strategy to focus
more capital towards M&A, we have rebased the dividend for the
period from 1 July 2024.
We are therefore proposing a final
dividend of 1.0 pence per share (2023: 3.2 pence), to be paid on 2
May 2025 to shareholders on the register at the close of business
on 21 March 2025. The ex-dividend date will be on 20 March 2025.
The proposed final dividend increases the total dividend for the
year to 2.5 pence per share (2023: 4.6 pence). The decrease of 46%
is reflective of the dividend being rebased from 1 July
2024.
8. Cash generation
Following completion of the
investment agreement with Inflexion, the Group recognised gross
cash proceeds of £451.4m which was offset slightly by transaction
costs recognised in equity of £30.6m.
Cash generated from operations was
£97.6m (2023: £101.0m), a 3% decrease, representing 84% of Adjusted
EBITDA (2023: 91%). The reduced conversion from EBITDA was driven
by the increased number of adjusting items which impacted operating
cash flow, driven largely by M&A and the Inflexion transaction.
Total adjusting items in 2024 impacting operating cashflow was
£10.1m (2023: £2.3m).
Capital expenditure was £7.2m in
2024 (2023: £4.2m), including £5.3m on software including assets
under construction (2023: £3.2m). Capital expenditure represented
2.5% of revenue (2023: 1.5%), which was higher than our normal
target range because of key capital initiatives related to our
Growth Transformation Plan.
Total cash flows from operating
activities were £45.5m (fall of £20.3m from 2023), which
represented 70% of operating profit (2023: 89%). During the year,
the Group paid out £37.5m in dividends (2023: £32.2m).
Short- and long-term borrowings
decreased by £223.3m to £40.4m as at 31 December 2024 (2023:
£263.7m).
9. Net cash/ (bank debt):
Net cash as at 31 December 2024
was £10.1m (2023: net bank debt of £243.9m).
The Group defines net bank debt as
short- and long-term borrowings (note 10) less cash and cash
equivalents. The amount excludes items related to
leases.
£m
|
2024
|
2023
|
|
|
|
Short- and long-term borrowings
(note 10)
|
(40.4)
|
(263.7)
|
Cash
|
50.5
|
19.8
|
Net cash/ (bank debt)
|
10.1
|
(243.9)
|
A reconciliation of cash generated
from operations, free cash flow and opening and closing net bank
debt is set out below.
£m
|
Year ended 31 December
2024
|
Year ended
31 December
2023
|
Growth
|
Cash flow generated from operations
|
97.6
|
101.0
|
-3%
|
Interest paid
|
(10.9)
|
(23.0)
|
-53%
|
Income taxes paid
|
(40.7)
|
(12.0)
|
+239%
|
Contingent consideration
paid
|
(0.5)
|
(0.2)
|
+150%
|
Principal elements of lease
payments
|
(5.6)
|
(5.4)
|
+4%
|
Purchase of intangible and
tangible assets
|
(7.2)
|
(4.2)
|
+71%
|
Free cash flow
|
32.7
|
56.2
|
-42%
|
Dividends paid
|
(37.5)
|
(32.2)
|
+16%
|
Net
M&A1
|
(79.4)
|
-
|
+100%
|
Acquisition of own
shares
|
(52.5)
|
(11.9)
|
+341%
|
Acquisition of own shares for
cancellation
|
(29.3)
|
-
|
+100%
|
Proceeds from sale of 40% of
Healthcare business to non-controlling interest
|
443.4
|
-
|
+100%
|
Transaction costs relating to sale
of 40% of Healthcare business to non-controlling
interest
|
(30.6)
|
-
|
+100%
|
Receipt of loan from related
party
|
8.0
|
-
|
+100%
|
Net cash flow
|
254.8
|
12.1
|
+2,006%
|
Opening net bank debt
|
(243.9)
|
(249.6)
|
-2%
|
Non-cash movement in
borrowings
|
(1.4)
|
(5.1)
|
-73%
|
Currency translation
|
0.6
|
(1.3)
|
-146%
|
Closing net cash/ (bank debt)
|
10.1
|
(243.9)
|
-104%
|
Last 12 months Adjusted
EBITDA2
|
116.8
|
110.8
|
+5%
|
Net bank debt leverage
|
0.1x
|
(2.2x)
|
+2.3x
|
1Cash cost relating to acquisitions included in the
Consolidated Statement of Cash Flows within investing activities
(£68.7m) and financing activities (£10.7m).
2Reflects 12 month rolling Adjusted EBITDA results, which for
the 12 months ending 31 December 2024 and 31 December 2023
respectively, directly agrees to Adjusted EBITDA reported for each
financial year.
Additional current tax of £25.0m
was paid on account during the period in relation to income tax
liabilities arising from the reorganisation steps required to
facilitate the separation of the Healthcare business and the
subsequent investment by Inflexion. The reorganisation steps
are expected to provide the Group with future tax benefits and
deferred tax assets have been recognised to reflect this, which
will be unwound as and when such benefits are realised.
Excluding the impact of the additional current tax payments
during the period, free cash flow would have been
£57.7m.
10. M&A Transactions
During the year the Group invested
£88.0m of equity value (headline purchase price) across four
acquisitions. The reconciliation to the net cash consideration paid
at acquisition is provided below:
£m
|
BTMI
|
Linkup
|
Celent
|
Deallus
|
Total
|
Equity/ Purchase Value
|
10.0
|
21.0
|
24.0
|
33.0
|
88.0
|
|
|
|
|
|
|
Estimated closing
indebtedness
|
(3.7)
|
(4.2)
|
(4.4)
|
(12.2)
|
(24.5)
|
Other purchase
adjustments
|
-
|
1.6
|
(0.4)
|
-
|
1.2
|
Cash Consideration
|
6.3
|
18.4
|
19.2
|
20.8
|
64.7
|
11. Contracted Forward Revenue
Invoiced Forward Revenue grew to
£145.3m (reported growth of 7% and underlying growth of 3%) at 31
December 2024 (2023: £135.2m).
£m
|
2024
|
2023
|
|
|
|
Deferred revenue
|
114.6
|
104.6
|
Amounts not due/subscription not
started at 31 December
|
30.7
|
30.6
|
Invoiced Forward Revenue
|
145.3
|
135.2
|
Contracted not yet
invoiced
|
26.1
|
18.2
|
Contracted Forward Revenue
|
171.4
|
153.4
|
|
£m
|
Contracted Forward Revenue as reported -
2024
|
171.4
|
Add back currency
movements
|
0.5
|
Deduct Contracted Forward Revenue
of acquisitions at 31 December
|
(12.8)
|
Contracted Forward Revenue underlying -
2024
|
159.1
|
2023
|
153.4
|
Reported growth
|
12%
|
Underlying growth
|
4%
|
|
£m
|
Invoiced Forward Revenue as reported - 2024
|
145.3
|
Add back currency
movements
|
0.5
|
Deduct Invoiced Forward Revenue of
acquisitions at 31 December
|
(6.9)
|
Invoiced Forward Revenue underlying - 2024
|
138.9
|
2023
|
135.2
|
Reported growth
|
7%
|
Underlying growth
|
3%
|
12. Intangible assets
Intangible assets (excluding
goodwill) have increased by £40.0m during the year, from £61.7m as
at 31 December 2023 to £101.7m as at 31 December 2024. This
movement is driven by an amortisation charge for the year of £10.8m
offset by additions of £50.8m, which predominantly relate to
intangibles identified in relation to acquisitions made in the year
as detailed in note 13.
13. Trade receivables
Net trade receivables as at 31
December 2024 were £74.0m, representing 35% growth compared with
the 31 December 2023 balance of £54.8m which includes the impact of
trade receivables acquired through M&A activity during the
year.
Financial Risk Management
The Group's primary objective in
managing foreign currency risk is to protect against the risk that
the eventual Sterling net cash flows will be affected by changes in
foreign currency exchange rates. To do this, the Group enters into
foreign exchange contracts that limit the risk from movements in US
Dollar and Euro exchange rates with Sterling. Due to the Group's
operations in India, the Group also enters into foreign exchange
contracts that limit the risk from movements in US Dollars with the
Indian Rupee exchange rate. While commercially and from a cash flow
perspective this hedges the Group's currency exposures, the Group
elects not to apply hedge accounting and accordingly any movements
in the fair value of the foreign exchange contracts are recognised
in the income statement.
On 23 May 2023, the International
Accounting Standards Board issued International Tax Reform - Pillar
Two Model Rules - Amendments to IAS 12 which clarify that IAS 12
applies to income taxes arising from tax law enacted or
substantively enacted to implement the Pillar Two model rules
published by the OECD, including tax law that implements Qualified
Domestic Minimum Top-up Taxes. The Group has adopted these
amendments. However, they are not yet applicable for the current
reporting year as the Group's consolidated revenue is currently
below the threshold of €750m.
Interest Rate Risk
Interest rate risk is the impact
that fluctuations in market interest rates can have on the value of
the Group's interest-bearing assets and liabilities and on the
interest charge recognised in the income statement. The Group does
not currently manage this risk with the use of derivatives. The
Group entered into an interest rate swap arrangement in relation to
the previously held loan facilities, which were settled in full
during June 2024, at which point the swap arrangement was
terminated.
Credit Risk
In the normal course of its
business, the Group is exposed to credit risk from cash and trade
and other receivables. Credit risk refers to the risk that a
counterparty will default on its contractual obligations resulting
in financial loss to the Group. Trade receivables consist of a
large number of customers, spread across diverse industries and
geographic markets, and the Group's exposure to credit risk is
influenced mainly by the individual characteristics of each
customer. The Group has adopted an approach of assessing factors
such as counterparty size, location and payment history as a means
of mitigating the risk of financial loss from defaults. The Group
defines default as the debt being deemed completely
unrecoverable.
Liquidity Risk and Going Concern
The Group's approach to managing
liquidity risk is to ensure, as far as possible, that it has
sufficient liquidity to meet its liabilities as they fall due, with
surplus facilities to cope with any unexpected variances in timing
of cash flows. The Group meets its day-to-day working capital
requirements through free cash flow, being operations-generated
cash (with no external financing required). Although the statement
of financial position shows net current liabilities (current assets
less current liabilities), included in current liabilities is
£112.9m of deferred revenue that represents future income earnings.
Excluding deferred revenue held within current liabilities, the
Group has net current assets of £89.2m (2023: £49.8m).
Based on cash flow projections,
the Group considers the existing financing facilities to be
adequate to meet short-term commitments. The Directors have a
reasonable expectation that there are no material uncertainties
that cast significant doubt about the Group's ability to continue
in operation and meet its liabilities as they fall due for the
foreseeable future, being a period of at least 12 months from the
date of approval of the financial statements. Accordingly, the
Group has prepared the Annual Report and Accounts on a going
concern basis. The Directors have prepared a Going Concern
and Long-Term Viability statement within the Group's Annual Report
and Accounts for the year ended 31 December 2024, within the
Strategic Report.
Graham Lilley
Chief Financial Officer
10 March 2025
Explanation of non-IFRS Measures
Financial measure
|
How we define it
|
Why we use it
|
Adjusted diluted EPS
|
Adjusted profit after tax per
diluted share (reconciliation between statutory profit and adjusted
profit shown on page 10). Diluted share defined as total of basic
weighted average number of shares (net of shares held in treasury
reserve) and share options in issue at end of period
(reconciliation between basic weighted average number of shares and
diluted weighted average number of shares in note 8).
|
In order to assess the
year-on-year operational business performance.
|
Adjusted EBITDA
|
Earnings before interest, tax,
depreciation and amortisation, adjusted to exclude costs associated
with acquisitions, restructuring of the Group, share-based
payments, impairment, unrealised operating exchange rate movements
and the impact of foreign exchange contracts. This is reconciled to
the statutory operating profit on page 10.
|
Last 12 months Adjusted EBITDA
|
Earnings before interest, tax,
depreciation and amortisation, adjusted to exclude costs associated
with acquisitions, restructuring of the Group, share-based
payments, impairment, unrealised operating exchange rate movements
and the impact of foreign exchange contracts in the 12 months
preceding the period end date. This is reconciled on page
17.
|
Adjusted EBITDA margin
|
Adjusted EBITDA as a percentage of
revenue. This is calculated on page 10.
|
Adjusted EPS
|
Adjusted profit after tax per
share (reconciliation between statutory profit and adjusted profit
shown on page 10).
|
Adjusted income tax expense
|
Represents the statutory income
tax expense adjusted for the tax effect on adjusting items. In
addition, the adjusted income tax expense includes the effect of
any tax rate changes. This is reconciled to the statutory income
tax charge on page 15.
|
Adjusted profit before tax
|
Profit before tax adjusted to
exclude amortisation of acquired intangible assets, costs
associated with acquisitions, restructuring of the Group,
share-based payments, impairment, unrealised operating exchange
rate movements, the impact of foreign exchange contracts and
revaluation of the interest rate swap. This is reconciled to the
profit before tax on page 10.
|
Adjusted profit after tax
|
The sum of adjusted profit before
tax and adjusted income tax expense. This is calculated on page
10.
|
Constant currency growth
|
Underlying growth is calculated by
excluding the impact of movement in exchange rates. Constant
currency growth is reconciled to reported growth on page 15 for
revenue, operating costs, Adjusted EBITDA, Adjusted EBITDA margin
and Contracted Forward Revenue.
|
To give the reader an idea of the
growth of the business without the impact of foreign exchange
fluctuations, which may add to the transparency and understanding
of the results.
|
Free cash flow
|
Cash flow generated from
operations less interest paid, income taxes paid, contingent
consideration paid, principal elements of lease payments and
purchase of intangible and tangible assets. This is calculated on
page 10.
|
Indicates the extent to which the
Group generates cash from Adjusted profits.
|
Free cash flow conversion
|
Free cash flow divided by Adjusted
profit before tax. This is calculated on
page 10.
|
Invoiced Forward Revenue
|
Invoiced Forward Revenue relates
to amounts that are invoiced to clients at the statement of
financial position date, which relate to future revenue to be
recognised. This is reconciled to deferred revenue on page
18.
|
Acts as an indication of revenue
visibility for the forthcoming period.
|
Contracted Forward Revenue
|
Defined as Invoiced Forward
Revenue (as defined above) plus contracted revenue that has not yet
been invoiced as at the statement of financial position date. This
is reconciled to deferred revenue on page 18.
|
Net cash/ (bank debt)
|
Short and long-term borrowings
(excluding lease liabilities) less cash and cash equivalents. This
is reconciled on page 16.
|
Provides an insight into the debt
position of the Group, taking into account current cash
resources.
|
Net bank debt leverage
|
Net bank debt calculated as a
multiple of the last 12 months Adjusted EBITDA. Detailed
calculation is provided on page 17.
|
Net cash flow
|
Free cash flow less dividends
paid, net M&A costs, acquisition of own shares and cash
received from repayment of loans. This is calculated on page
17.
|
Indicates the extent to which the
Group generates cash from Adjusted profits.
|
Operating cash flow conversion
|
Cash flow generated from
operations divided by Adjusted EBITDA. This is calculated on page
10.
|
Indicates the extent to which the
Group generates cash from Adjusted EBITDA.
|
Organic growth
|
Organic growth is calculated by
excluding the results of acquired businesses.
|
The reason we use organic and
underlying growth as a metric is to give the reader an idea of the
growth of the business without the impact of acquisitions and
foreign exchange fluctuations, which may add to the transparency
and understanding of the results. This also aids the Directors to
review performance on a like-for-like basis.
|
Underlying growth
|
Underlying growth is calculated by
excluding the impact of movement in exchange rates and the results
of acquired businesses. Underlying revenue is reconciled to
reported revenue on page 14. Underlying Invoiced and Contracted
Forward Revenues are reconciled to reported Invoiced and Contracted
Forward Revenues on page 18. Underlying Adjusted EBITDA and
underlying Adjusted EBITDA margin are reconciled to reported
figures on page 14.
|
Consolidated Income Statement
|
Notes
|
Year ended 31 December
2024
|
Year ended 31 December
2023
|
Continuing operations
|
|
£m
|
£m
|
Revenue
|
4
|
285.5
|
273.1
|
Operating expenses
|
5
|
(220.0)
|
(197.7)
|
Losses on trade
receivables
|
5
|
(1.0)
|
(2.3)
|
Other income
|
|
0.6
|
0.6
|
Operating profit
|
|
65.1
|
73.7
|
Net finance costs
|
7
|
(10.2)
|
(32.2)
|
Profit before tax
|
|
54.9
|
41.5
|
Income tax expense
|
|
(18.4)
|
(10.7)
|
Profit for the year
|
|
36.5
|
30.8
|
|
|
|
|
Attributable to:
|
|
|
|
Equity holders of the
parent
|
|
29.6
|
30.8
|
Non-controlling
interest
|
|
6.9
|
-
|
|
|
|
|
Earnings per share attributable to equity
holders:
|
|
|
|
Basic earnings per share
(pence)
|
8
|
3.8
|
3.8
|
Diluted earnings per share
(pence)
|
8
|
3.7
|
3.8
|
|
|
|
|
Reconciliation to Adjusted
EBITDA:
|
|
|
|
Operating profit
|
|
65.1
|
73.7
|
Depreciation
|
|
5.8
|
6.2
|
Amortisation of
software
|
|
1.9
|
1.6
|
Adjusting items
|
6
|
44.0
|
29.3
|
Adjusted EBITDA
|
|
116.8
|
110.8
|
The accompanying notes form an
integral part of this financial report.
Consolidated Statement of Comprehensive
Income
|
Notes
|
Year ended 31 December
2024
|
Year ended 31 December
2023
|
|
|
£m
|
£m
|
Profit for the year
|
|
36.5
|
30.8
|
Other comprehensive income
|
|
|
|
Items that will be classified subsequently to profit or loss
when specific conditions are met:
|
|
|
|
Cash flow hedge - effective
portion of changes in fair value
|
|
-
|
0.7
|
Cash flow hedge - reclassification
to profit or loss
|
|
-
|
3.2
|
Net exchange gain/ (loss) on
translation of foreign entities
|
11
|
0.6
|
(1.3)
|
Other comprehensive income, net of
tax
|
|
0.6
|
2.6
|
Total comprehensive income for the year
|
|
37.1
|
33.4
|
Attributable to:
|
|
|
|
Equity holders of the
parent
|
|
29.4
|
33.4
|
Non-controlling
interest
|
|
7.7
|
-
|
The accompanying notes form an
integral part of this financial report.
Consolidated Statement of Financial
Position
|
Notes
|
31 December
2024
£m
|
31 December
2023
£m
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
|
28.1
|
26.6
|
Goodwill
|
9
|
357.2
|
311.1
|
Other intangible assets
|
9
|
101.7
|
61.7
|
Investment in associate
|
14
|
4.0
|
-
|
Deferred tax assets
|
|
22.0
|
3.4
|
|
|
513.0
|
402.8
|
Current assets
|
|
|
|
Trade and other
receivables
|
|
89.9
|
69.2
|
Current tax receivable
|
|
2.4
|
-
|
Short-term derivative
assets
|
|
-
|
0.5
|
Cash and cash
equivalents
|
|
50.5
|
19.8
|
|
|
142.8
|
89.5
|
Total assets
|
|
655.8
|
492.3
|
Current liabilities
|
|
|
|
Trade and other
payables
|
|
(43.2)
|
(32.4)
|
Deferred revenue
|
4
|
(112.9)
|
(104.6)
|
Short-term lease
liabilities
|
10
|
(4.0)
|
(4.3)
|
Current tax payable
|
|
(4.9)
|
(2.8)
|
Short-term derivative
liabilities
|
|
(1.3)
|
(0.1)
|
Short-term provisions
|
|
(0.2)
|
(0.1)
|
|
|
(166.5)
|
(144.3)
|
Net current liabilities
|
|
(23.7)
|
(54.8)
|
Non-current liabilities
|
|
|
|
Long-term trade and other
payables
|
|
(2.7)
|
-
|
Deferred revenue
|
4
|
(1.7)
|
-
|
Long-term provisions
|
|
(1.5)
|
(1.4)
|
Deferred tax
liabilities
|
|
-
|
(0.9)
|
Long-term derivative
liabilities
|
|
-
|
(2.8)
|
Long-term lease
liabilities
|
10
|
(22.1)
|
(21.4)
|
Long-term borrowings
|
10
|
(40.4)
|
(263.7)
|
|
|
(68.4)
|
(290.2)
|
Total liabilities
|
|
(234.9)
|
(434.5)
|
Net assets
|
|
420.9
|
57.8
|
Equity
|
|
|
|
Share capital
|
11
|
0.2
|
0.2
|
Treasury reserve
|
11
|
(100.6)
|
(65.4)
|
Other reserve
|
11
|
(44.3)
|
(44.3)
|
Foreign currency translation
reserve
|
11
|
(1.1)
|
(2.0)
|
Retained profit
|
|
549.6
|
169.3
|
Equity attributable to equity holders of the
parent
|
|
403.8
|
57.8
|
Non-controlling
interest
|
11
|
17.1
|
-
|
Total equity
|
|
420.9
|
57.8
|
The accompanying notes form an
integral part of this financial report.
Consolidated Statement of Changes in Equity
|
Notes
|
Share capital
|
Treasury reserve
|
Other reserve
|
Cash flow hedge reserve
|
Foreign currency translation reserve
|
Retained profit
|
Equity attributable to equity holders of the
parent
|
Non-controlling interest
|
Total equity
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Balance at 1 January 2023
|
|
0.2
|
(70.8)
|
(44.3)
|
(3.9)
|
(0.7)
|
167.8
|
48.3
|
-
|
48.3
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
-
|
30.8
|
30.8
|
-
|
30.8
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedge - reclassification
to profit or loss upon loan repayment
|
|
-
|
-
|
-
|
0.4
|
-
|
-
|
0.4
|
-
|
0.4
|
Cash flow hedge - effective
portion of changes in fair value
|
|
-
|
-
|
-
|
0.7
|
-
|
-
|
0.7
|
-
|
0.7
|
Cash flow hedge - reclassification
to profit or loss upon discontinuation of hedge
accounting
|
|
-
|
-
|
-
|
2.8
|
-
|
-
|
2.8
|
-
|
2.8
|
Net exchange loss on translation
of foreign entities
|
11
|
-
|
-
|
-
|
-
|
(1.3)
|
-
|
(1.3)
|
-
|
(1.3)
|
Total comprehensive income for the year
|
|
-
|
-
|
-
|
3.9
|
(1.3)
|
30.8
|
33.4
|
-
|
33.4
|
Transactions with
owners:
|
|
|
|
|
|
|
|
|
|
|
Share buyback
|
11
|
-
|
(11.9)
|
-
|
-
|
-
|
-
|
(11.9)
|
-
|
(11.9)
|
Dividends
|
11
|
-
|
-
|
-
|
-
|
-
|
(32.2)
|
(32.2)
|
-
|
(32.2)
|
Vesting of share
options
|
12
|
-
|
17.3
|
-
|
-
|
-
|
(17.3)
|
-
|
-
|
-
|
Share-based payments
charge
|
12
|
-
|
-
|
-
|
-
|
-
|
19.4
|
19.4
|
-
|
19.4
|
Tax on share-based
payments
|
|
-
|
-
|
-
|
-
|
-
|
0.8
|
0.8
|
-
|
0.8
|
Balance at 31 December 2023
|
|
0.2
|
(65.4)
|
(44.3)
|
-
|
(2.0)
|
169.3
|
57.8
|
-
|
57.8
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
-
|
29.6
|
29.6
|
6.9
|
36.5
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
Net exchange (loss)/ gain on
translation of foreign entities
|
11
|
-
|
-
|
-
|
-
|
(0.2)
|
-
|
(0.2)
|
0.8
|
0.6
|
Total comprehensive income for the year
|
|
-
|
-
|
-
|
-
|
(0.2)
|
29.6
|
29.4
|
7.7
|
37.1
|
Transactions with
owners:
|
|
|
|
|
|
|
|
|
|
|
Share buyback
|
11
|
-
|
(52.5)
|
-
|
-
|
-
|
-
|
(52.5)
|
-
|
(52.5)
|
Dividends
|
11
|
-
|
-
|
-
|
-
|
-
|
(37.5)
|
(37.5)
|
-
|
(37.5)
|
Vesting of share
options
|
12
|
-
|
17.3
|
-
|
-
|
-
|
(17.3)
|
-
|
-
|
-
|
Gain from sale of 40% of
Healthcare business, net of transaction costs incurred
|
11
|
-
|
-
|
-
|
-
|
1.1
|
412.0
|
413.1
|
(0.3)
|
412.8
|
Equity issued to holders of
non-controlling interest
|
11
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8.0
|
8.0
|
Share buyback and cancellation
scheme
|
11
|
-
|
-
|
-
|
-
|
-
|
(29.3)
|
(29.3)
|
-
|
(29.3)
|
Share-based payments
charge
|
12
|
-
|
-
|
-
|
-
|
-
|
22.7
|
22.7
|
1.4
|
24.1
|
Tax on share-based
payments
|
|
-
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
0.3
|
0.4
|
Balance at 31 December 2024
|
|
0.2
|
(100.6)
|
(44.3)
|
-
|
(1.1)
|
549.6
|
403.8
|
17.1
|
420.9
|
The accompanying notes form an
integral part of this financial report.
Consolidated Statement of Cash Flows
|
|
Year ended
31 December
2024
|
Year ended
31 December
2023
|
Cash flows from operating activities
|
Notes
|
£m
|
£m
|
Profit for the year
|
|
36.5
|
30.8
|
Adjustments for:
|
|
|
|
Depreciation
|
|
5.8
|
6.2
|
Amortisation
|
9
|
10.8
|
10.6
|
Other income
|
|
(0.6)
|
(0.6)
|
Net finance costs
|
7
|
10.2
|
32.2
|
Taxation recognised in profit or
loss
|
|
18.4
|
10.7
|
Share-based payments
charge
|
12
|
24.1
|
19.4
|
Increase in trade and other
receivables
|
|
(14.0)
|
(6.5)
|
Increase/ (decrease) in trade and
other payables
|
|
4.7
|
(1.1)
|
Revaluation of short- and
long-term derivatives
|
|
1.7
|
(0.8)
|
Increase in provisions
|
|
-
|
0.1
|
Cash generated from operations
|
|
97.6
|
101.0
|
Interest paid
|
|
(10.9)
|
(23.0)
|
Income taxes paid
|
|
(40.7)
|
(12.0)
|
Contingent consideration
paid
|
13
|
(0.5)
|
(0.2)
|
Total cash flows from operating activities
|
|
45.5
|
65.8
|
Cash flows from investing activities
|
|
|
|
Acquisitions
|
13
|
(68.7)
|
-
|
Purchase of property, plant and
equipment
|
|
(1.7)
|
(0.9)
|
Purchase of intangible
assets
|
9
|
(5.5)
|
(3.3)
|
Total cash flows used in investing
activities
|
|
(75.9)
|
(4.2)
|
Cash flows from financing activities
|
|
|
|
Receipt of loan from related
party
|
11
|
8.0
|
-
|
Settlement of borrowings in
relation to acquisitions
|
13
|
(10.7)
|
-
|
Proceeds from sale of 40% of
Healthcare business to non-controlling interest
|
11
|
443.4
|
-
|
Transaction costs relating to sale
of 40% of Healthcare business to non-controlling
interest
|
11
|
(30.6)
|
-
|
Repayment of borrowings
|
10
|
(305.0)
|
(25.0)
|
Proceeds from
borrowings
|
10
|
82.7
|
-
|
Loan refinancing fee
|
10
|
(2.4)
|
-
|
Acquisition of own
shares
|
11
|
(52.5)
|
(11.9)
|
Acquisition of own shares for
cancellation
|
11
|
(29.3)
|
-
|
Principal elements of lease
payments
|
10
|
(5.6)
|
(5.4)
|
Dividends paid
|
11
|
(37.5)
|
(32.2)
|
Total cash flows from/ (used in) financing
activities
|
|
60.5
|
(74.5)
|
Net increase/ (decrease) in cash and cash
equivalents
|
|
30.1
|
(12.9)
|
Cash and cash equivalents at
beginning of year
|
|
19.8
|
34.0
|
Effects of currency translation on
cash and cash equivalents
|
|
0.6
|
(1.3)
|
Cash and cash equivalents at end of year
|
|
50.5
|
19.8
|
The accompanying notes form an
integral part of this financial report.
Notes to the Consolidated Financial
Statements
1. General
information
Nature of operations
The principal activity of
GlobalData Plc and its subsidiaries (together 'the Group'), a data,
insight, and technology group, is to
provide decision-makers across the world's most successful
companies with the intelligence to act with
conviction. Our connected platform
uniquely integrates proprietary data, expert insight, and
purpose-built AI into a unified operating system that powers the
next generation of intelligence solutions.
GlobalData Plc ('the Company') is
a company incorporated in the United Kingdom (England & Wales)
and listed on the Alternative Investment Market (AIM), therefore is
publicly owned and limited by shares. The registered office of the
Company is John Carpenter House, John Carpenter Street, London,
EC4Y 0AN. The registered number of the Company is
03925319.
Basis of preparation
The condensed financial statements
have been prepared on the historical cost basis, except for
derivative financial instruments, which are measured at fair value.
While the information included in the condensed financial
statements has been prepared in accordance with United Kingdom
adopted international accounting standards and in conformity with
the requirements of the Companies Act 2006 and International
Financial Reporting Standards as issued by the IASB, this
announcement does not itself contain sufficient information to
comply with United Kingdom adopted International Accounting
Standards. The condensed financial statements for the year ended 31
December 2024 have been prepared on a consistent basis with the
financial accounting policies set out in the Accounting Policies
section of GlobalData Plc's Annual Report and Accounts for the year
ended 31 December 2024. These condensed financial statements are
presented in Pounds Sterling (£).
The financial information for the
year ended 31 December 2024 does not constitute statutory accounts
as defined in section 434 of the Companies Act 2006. A copy of the
statutory accounts for the year ended 31 December 2024 will be
delivered to the Registrar of Companies in due course. The
independent auditors' report on the full financial statements for
the year ended 31 December 2024 was unqualified and did not contain
an emphasis of matter paragraph or any statement under section 498
of the Companies Act 2006.
Consideration of climate change
In preparing the financial
statements, management have considered the impact of climate
change, particularly in the context of the risks identified in
the Non-Financial and Sustainability
Information Statement within the Group's Annual Report and Accounts
for the year ended 31 December 2024. In
particular, management considered the impact of climate change in
respect of the following areas of accounting judgement or
estimate:
·
the assessment of goodwill, other intangibles and
tangible fixed assets;
·
the assessment of impairment of financial
assets;
·
our consideration of going concern and
viability;
·
the useful economic lives of assets;
and
·
the preparation of budgets and
forecasts.
As a result of these
considerations, no material climate change related impact was
identified. Management are however aware of the changing nature of
the risks associated with climate change and will regularly
reassess these against the judgements and estimates made in
preparing the Group's financial statements.
Critical accounting estimates and
judgements
The Group makes estimates and
assumptions regarding the future. Estimates and judgements are
continually evaluated based on historical experience and other
factors, including expectations of future events that are believed
to be reasonable under the circumstances.
In the future, actual experience
may deviate from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed in detail below.
Climate-related risks did not have a material impact on the
financial statements.
Key sources of estimation
uncertainty
Management have assessed that
there are no key sources of estimation uncertainty.
Critical accounting
judgements
Segmental Reporting
IFRS8 "Operating Segments"
requires the segment information presented in the financial
statements to be that which is used internally by the Chief
Operating Decision Maker (CODM) to evaluate the performance of the
business and to decide how to allocate resources, therefore a
judgement is required on how to segment the financial information
presented within the financial statements. The Group has identified
the Chief Executive as its Chief Operating Decision
Maker.
The fundamental principle of the
GlobalData business model is to provide our clients with
subscription access to our proprietary data, analytics and insights
platform, with the offering of ancillary services such as
consulting, single copy reports and events.
The Group has previously reported
one operating segment, being Data, Analytics and Insights, however
during H1 2024 there were a number restructuring and organisational
changes within the Group associated with the transaction to sell
40% of the Group's Healthcare business to Inflexion. These changes
resulted in the ring-fencing of the Healthcare business and the
production of discrete financial information at a Healthcare level.
As such, Management have concluded that the Group now operates
under two segments: 'Data, Analytics and Insights: Healthcare' and
'Data, Analytics and Insights: Non-Healthcare'. The results of the
two segments are reported to the Group Chief Executive on a monthly
basis.
There is no difference between the
Group's operating segments and the Group's reportable
segments.
Identification of Cash-Generating Units
IAS36 'Impairment of Assets'
requires that assets be carried on the statement of financial
position at no more than their recoverable amount. An asset or
cash-generating unit (CGU) is the smallest identifiable group of
assets that generates cash inflows and is impaired when its
carrying amount exceeds its recoverable amount. As at the date of
the impairment review (31 December 2024), Management made the
judgement that the Group had three CGUs, being DA&I Healthcare;
DA&I Non-Healthcare and MBI. In the prior year Management
assessed that the Group had two CGUs, being DA&I and
MBI.
During H1 2024, the Group
undertook a restructuring exercise to carve out the Healthcare
business into separate legal entities. On this basis the Group is
now able to directly identify the cash inflows of the Healthcare
operations. The Non-Healthcare DA&I assets and liabilities
continue to be co-mingled within the remaining legal entities of
the Group and as such are considered to be a single CGU. The
previously named Data, Analytics and Insights (DA&I) CGU has
therefore been split into two CGUs, DA&I: Healthcare and
DA&I: Non-Healthcare.
There has been no change to
Management's assessment that MBI is its own CGU, on the basis that
there have been no significant changes made to the operation of
this business within the financial year. Management previously
concluded that MBI was its own CGU as the product is inherently
different to the Groups' main offering, and the brand, strategy and
management of the business is separate from the rest of the
Group.
Management have assessed the new
acquisitions in the year and have concluded that the acquisitions
form part of the DA&I: Healthcare CGU (Deallus) and DA&I:
Non-Healthcare CGU (BTMI, Celent, LinkUp). No other CGU is required
to be created as a result of the acquisitions.
As a result of these conclusions,
as at the reporting date (31 December 2024), the Group had three
CGUs.
Going concern
The Group meets its day-to-day
working capital requirements through free cash flow. The Group has
closing cash of £50.5m as at 31 December 2024 and net cash/ (bank
debt) of £10.1m (31 December 2023: cash of £19.8m and net bank debt
of £243.9m), being cash and cash equivalents less short and
long-term borrowings, excluding lease liabilities. On 28 June 2024,
the Group fully repaid the outstanding term loan and drawn RCF
following the completion of the investment agreement with
Inflexion. During December 2024, the Group secured new debt
financing facilities of £340m which mature in December 2027 (with
an option to extend further by a year). The facilities comprise of
a £176.6m facility for the Healthcare business as well as a
separate £163.4m facility for the rest of the Group. As at 31
December 2024, the Group had drawn £37.0m from the Healthcare
facility and £7.5m from the rest of the Group facility. Further
details of the Group's loan facilities are provided in note
10.
The finance facilities were issued
with debt covenants which are measured on a quarterly basis. There
have been no breaches of covenants in the year ended 31 December
2024. Management has reviewed forecast cash flows and there is no
indication that there will be any breach in the next 12
months.
The Directors have a reasonable
expectation that there are no material uncertainties that cast
significant doubt about the Group's ability to continue in
operation and meet its liabilities as they fall due for the
foreseeable future, being a period of at least 12 months from the
date of approval of the financial statements. To complete the going
concern assessment the Directors have modelled for each of the two
Group segments (aligned with the two separate facilities) a base
case, applied sensitivities to the base case and modelled a reverse
stress test for the period to September 2026. The base case models
assumes that the Group's financial performance is consistent with
the budget for 2025 followed by similar growth rates in 2026. Under
the two base case models, the Group maintains a significant level
of positive liquidity headroom. The Directors have applied
reasonable downside sensitivities to each base case model,
acknowledging that such risks and uncertainties exist. The downside
scenarios modelled were as follows:
(i)
sales in 2025 being 17% lower than expectation for the
Healthcare segment;
(ii)
sales in 2025 being 14% lower than expectation for the
non-Healthcare segment;
(iii)
2025 costs being 2% higher than expectation for each segment;
and
(iv)
sales and costs scenarios combined for each of the two
segments.
The Group maintains liquidity and
there remains headroom on the covenants under each scenario
modelled across the two segments.
In addition to performing scenario
planning, the Directors have also conducted a reverse stress which
shows that the Group can afford to lose 51% of its sales across the
Healthcare segment and 29% of its sales across the Non-Healthcare
segment (37% across the overall
Group) to the end of September 2026 and
maintain positive liquidity headroom, this extremely remote
scenario assumes no cost mitigation actions are
taken.
Through our normal business
practices, we are in regular communication with our lenders and are
satisfied they will be in a position to continue supporting us for
the foreseeable future.
The Directors therefore consider
the strong balance sheet, with good cash reserves and working
capital along with financing arrangements, provide ample liquidity.
Accordingly, the Directors have prepared the financial statements
on a going concern basis.
2. Accounting
policies
These condensed financial
statements have been prepared based on the accounting policies
detailed in the Group's financial statements for the year ended 31
December 2024 and is consistent with the policies applied in the
previous year, except for the following new standards The new
standards which are effective during the year (and have not had any
material impact on the disclosures or on the amounts reported in
these financial statements) are:
·
Amendments to IAS 7: Statement of Cash
Flows and IFRS 7 Financial Instruments:
Disclosures titled Supplier Finance
Arrangements;
·
Amendments to IAS 1: Classification of
liabilities as current or non-current;
·
Amendments to IAS 1: Non-current liabilities with
covenants; and
·
Amendments to IFRS 16: Lease liability in a sale
and leaseback
Presentation of non-statutory
alternative performance measures
The Directors believe that
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted profit before
tax, Adjusted profit after tax and Adjusted earnings per share
provide additional useful information on the operational
performance of the Group to shareholders, and we review the results
of the Group using these measures internally. The term 'adjusted'
is not a defined term under IFRS and may not therefore be
comparable with similarly titled profit measures reported by other
companies. It is not intended to be a substitute for, or superior
to, IFRS measures of profit.
Adjustments are made in respect
of:
Share-based payments and
associated costs
|
Share-based payment expenses are
excluded from Adjusted EBITDA as they are a non-cash charge and the
awards are equity-settled.
|
Restructuring and refinancing
costs
|
The Group excludes these costs
from Adjusted EBITDA where the nature of the item, or its size, is
not related to the operational performance of the Group and allows
for comparability of underlying results.
|
Acquisition and integration costs
(including contingent consideration)
|
The Group excludes these costs
from Adjusted EBITDA where the nature of the item, or its size, is
not related to the operational performance of the Group and allows
for comparability of underlying results.
|
Amortisation and impairment of
acquired intangible assets
|
The amortisation charge for those
intangible assets recognised on business combinations is excluded
from Adjusted EBITDA since they are non-cash charges arising from
historical investment activities. Any impairment charges recognised
in relation to these intangible assets are also excluded from
Adjusted EBITDA. This is a common adjustment made by acquisitive
information service businesses and is therefore consistent with
peers. Revenues associated with acquisitions, in the year of
acquisition, are excluded from the calculation of underlying
revenue.
|
Revaluation of short- and
long-term derivatives
|
Gains and losses are recognised
within Adjusted EBITDA when they are realised in cash terms and
therefore we exclude non-cash movements arising from fluctuations
in exchange rates which better aligns Adjusted EBITDA with the cash
performance of the business.
|
Unrealised operating foreign
exchange gain/loss
|
Revaluation of interest rate
swap
|
Gains and losses on the
revaluation of the interest rate swap are excluded from Adjusted
profit before tax which better aligns with the cash performance of
the business.
|
3. Segmental
analysis
The principal activity of
GlobalData Plc and its subsidiaries (together 'the Group'), a data,
insight, and technology group, is to
provide decision-makers across the world's most successful
companies with the intelligence to act with
conviction. Our connected platform
uniquely integrates proprietary data, expert insight, and
purpose-built AI into a unified operating system that powers the
next generation of intelligence solutions.
IFRS8 "Operating Segments"
requires the segment information presented in the financial
statements to be that which is used internally by the Chief
Operating Decision Maker (CODM) to evaluate the performance of the
business and to decide how to allocate resources. The Group has
identified the Chief Executive as its Chief Operating Decision
Maker.
The fundamental principle of the
GlobalData business model is to provide our clients with
subscription access to our proprietary data, analytics and insights
platform, with the offering of ancillary services such as
consulting, single copy reports and events.
The Group has previously reported
one operating segment, being Data, Analytics and Insights, however
during H1 2024 there were a number restructuring and organisational
changes within the Group associated with the transaction to sell
40% of the Group's Healthcare business to Inflexion. These changes
resulted in the ring-fencing of the Healthcare business and the
production of discrete financial information at a Healthcare level.
As such, Management have concluded that the Group now operates
under two segments: 'Data, Analytics and Insights: Healthcare' and
'Data, Analytics and Insights: Non-Healthcare'. The results of the
two segments are reported to the Group Chief Executive on a monthly
basis.
There is no difference between the
Group's operating segments and the Group's reportable
segments.
Each segment generates revenue
from services provided over a period of time such as recurring
subscriptions and other services which are deliverable at a point
in time such as reports, events and custom research. The services
differ by subject matter which have been grouped into the
categories of; Healthcare and Non-Healthcare. There is no material
trade between segments.
The Group profit or loss along
with Adjusted EBITDA by segment is reported to the Chief Executive
on a monthly basis, the Chief Executive also monitors revenue
within the operating segments.
The Group considers the use of two
operating segments to be appropriate due to:
·
The Chief Executive reviewing Adjusted EBITDA at
the Group level and segment level on a monthly basis;
·
Each segment engages in business activities from
which it earns revenues and incurs expenses;
·
Discrete financial information is available for
each segment.
Each operating segment is assessed
by the Board on an Adjusted EBITDA basis. Group adjusting items,
depreciation, amortisation, finance income and costs are not
allocated to segments. Reportable segment Adjusted EBITDA is used
to measure performance as management believes that such information
is most relevant in evaluating the results of the reportable
segments.
The Group has restated previously
reported segment information to align with the information that is
now regularly reported to the CODM.
A reconciliation of revenue to
Adjusted EBITDA on a reportable segment and at a Group level to
Profit before Tax is set out below:
Year ended 31 December 2024
|
DA&I:
Healthcare
£m
|
DA&I:
Non-
Healthcare
£m
|
Corporate
£m
|
Total
£m
|
Revenue
|
109.4
|
176.1
|
-
|
285.5
|
Operating costs
|
(48.5)
|
(117.9)
|
(2.3)
|
(168.7)
|
Adjusted EBITDA
|
60.9
|
58.2
|
(2.3)
|
116.8
|
Share-based payments
charge
|
|
|
|
(24.1)
|
Restructuring and refinancing
costs
|
|
|
|
(5.3)
|
Acquisition and integration
costs
|
|
|
|
(4.0)
|
Costs relating to share-based
payment schemes
|
|
|
|
(0.3)
|
Revaluation loss on short- and
long-term derivatives
|
|
|
|
(1.7)
|
Unrealised operating foreign
exchange gain
|
|
|
|
0.3
|
Amortisation of acquired
intangibles
|
|
|
|
(8.9)
|
Amortisation (excluding
amortisation of acquired intangible assets)
|
|
|
|
(1.9)
|
Depreciation
|
|
|
|
(5.8)
|
Finance costs
|
|
|
|
(10.2)
|
Profit before tax
|
|
|
|
54.9
|
Year ended 31 December 2023 (restated*)
|
DA&I:
Healthcare
£m
|
DA&I:
Non-
Healthcare
£m
|
Corporate
£m
|
Total
£m
|
Revenue
|
102.6
|
170.5
|
-
|
273.1
|
Operating costs
|
(45.7)
|
(114.6)
|
(2.0)
|
(162.3)
|
Adjusted EBITDA
|
56.9
|
55.9
|
(2.0)
|
110.8
|
Share-based payments
charge
|
|
|
|
(19.4)
|
Restructuring and refinancing
costs
|
|
|
|
(1.7)
|
Acquisition and integration
costs
|
|
|
|
(1.3)
|
Costs relating to share-based
payment schemes
|
|
|
|
(0.2)
|
Revaluation gain on short- and
long-term derivatives
|
|
|
|
0.8
|
Unrealised operating foreign
exchange gain
|
|
|
|
1.5
|
Amortisation of acquired
intangibles
|
|
|
|
(9.0)
|
Amortisation (excluding
amortisation of acquired intangible assets)
|
|
|
|
(1.6)
|
Depreciation
|
|
|
|
(6.2)
|
Finance costs
|
|
|
|
(32.2)
|
Profit before tax
|
|
|
|
41.5
|
*Comparative information has been
restated, as required by IFRS 8: Operating Segments, to provide
segmental disclosures in line with year ended 31 December
2024.
Segment assets and liabilities are
not presented as these are not reported to the CODM.
Geographical analysis
Our primary geographical markets
are serviced by our global sales teams which are organised as
Europe, US and Asia Pacific by virtue of the team location. The
below disaggregated revenue is derived from the geographical
location of our customers rather than the team structure the Group
is organised by. The geographical analysis
is calculated based on sales order data apportioned over the
Group's revenue for each financial period.
From continuing operations
Year ended 31 December 2024
|
UK
|
Europe
|
Americas1
|
Asia
Pacific
|
MENA2
|
Rest of
World
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue from external
customers
|
44.3
|
78.2
|
104.0
|
27.7
|
22.2
|
9.1
|
285.5
|
Year ended 31 December 2023
|
UK
|
Europe
|
Americas1
|
Asia
Pacific
|
MENA2
|
Rest of
World
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue from external
customers
|
43.4
|
73.9
|
99.1
|
27.9
|
20.4
|
8.4
|
273.1
|
1. Americas includes
revenue from the United States of America of £98.9m (2023:
£95.8m)
2. Middle East &
North Africa
Intangible assets held in the US
and Canada were £67.6m (2023: £35.1m), of which £46.7m related to
goodwill (2023: £31.6m). Intangible assets held in the UAE were
£11.4m (2023: £12.1m) of which £11.4m related to goodwill (2023:
£11.4m). All other non-current assets are held in the UK. The
largest customer represented less than 2% of the Group's
consolidated revenue.
4.
Revenue
The Group generates revenue from
services provided over a period of time such as recurring
subscriptions and other services which are deliverable at a point
in time such as reports, events and custom research.
Subscription income for online
services, data and analytics (typically 12 months) is normally
invoiced at the beginning of the services and is therefore
recognised as a contract liability, "deferred revenue", in the
statement of financial position. Revenue is recognised evenly over
the period of the contractual term as the performance obligations
are satisfied evenly over the term of subscription.
The revenue on services delivered
at a point in time is recognised when our contractual obligation is
satisfied, such as delivery of a static report or delivery of an
event. The obligation on these types of contracts is a discrete
obligation, which once met satisfies the Group performance
obligation under the terms of the contract.
Any invoiced contracted amounts
which are still subject to performance obligations and where the
payment has been received or is contractually due are recognised
within deferred revenue at the statement of financial position
date. Typically, the Group receives settlement of cash at the start
of each contract and standard terms are zero days. Similarly, if
the Group satisfies a performance obligation before it receives the
consideration or is contractually due the Group recognises a
contract asset within accrued income in the statement of financial
position.
|
Revenue recognised in the
Consolidated Income Statement
|
Deferred Revenue recognised
within the Consolidated Statement of Financial
Position
|
|
Year ended 31 December
2024
|
Year ended 31 December
2023
Restated*
|
As at 31 December
2024
|
As at 31 December
2023
|
|
£m
|
£m
|
£m
|
£m
|
Services
transferred:
|
|
|
|
|
Over a period of
time
|
215.2
|
210.7
|
101.6
|
89.5
|
At a point in
time
|
70.3
|
62.4
|
13.0
|
15.1
|
Total
|
285.5
|
273.1
|
114.6
|
104.6
|
*Management have identified that
£4.6m of revenue previously classified as services transferred over
a period of time, should have been reported as services transferred
at a point in time, as such the prior year comparatives have been
restated to reflect this change.
As subscriptions are typically for
periods of 12 months the majority of deferred revenue held at 31
December will be recognised in the income statement in the
following year. As at 31 December 2024, £1.7m (2023: £2.0m) of the
deferred revenue balance will be recognised beyond the next 12
months and therefore has been presented within non-current
liabilities within the Consolidated Statement of Financial Position
as at 31 December 2024. In the year ended 31 December 2024 the
Group recognised revenue of £102.6m (2023: £102.9m) that was
included in the deferred revenue balance at the beginning of the
period. The opening deferred revenue balance as at 1 January 2023
was £104.0m.
As at 31 December 2024, the total
non-cancellable obligations within deferred revenue to fulfil
revenue amounted to £114.6m (2023: £104.6m). As at the same date,
the total non-cancellable obligations within Invoiced Forward
Revenue to fulfil revenue amounted to £145.3m (2023:
£135.2m).
In instances where the Group
enters into transactions involving a range of the Group's services,
for example a subscription and custom research, the total
transaction price for a contract is allocated amongst the various
performance obligations based on their relative stand-alone selling
prices.
5. Operating
profit
Operating profit is stated after
the following expenses relating to continuing
operations:
|
|
Year
ended
31 December
2024
|
Year ended
31 December
2023
|
|
|
£m
|
£m
|
Cost of sales
|
|
136.6
|
132.0
|
Administrative costs
|
|
83.4
|
65.7
|
|
|
220.0
|
197.7
|
Losses on trade
receivables
|
|
1.0
|
2.3
|
Total operating expenses
|
|
221.0
|
200.0
|
Cost of sales includes all
directly attributable costs of sale including product, consulting
and sales costs. Administrative costs includes all other costs of
operations.
6. Adjusting
items
|
|
Year
ended
31 December
2024
|
Year ended
31 December
2023
|
|
|
£m
|
£m
|
Share-based payment
charge
|
|
24.1
|
19.4
|
Amortisation of acquired
intangibles
|
|
8.9
|
9.0
|
Restructuring and refinancing
costs
|
|
5.3
|
1.7
|
Acquisition and integration
costs
|
|
4.0
|
1.3
|
Costs relating to share-based
payments scheme
|
|
0.3
|
0.2
|
Revaluation loss/ (gain) on short
and long-term derivatives
|
|
1.7
|
(0.8)
|
Unrealised operating foreign
exchange gain
|
|
(0.3)
|
(1.5)
|
Total adjusting items
|
|
44.0
|
29.3
|
The adjustments made are as
follows:
·
The
share-based payments charge is in relation to the
share-based compensation plans (detailed
in note 12) under which the entity receives services from employees
as consideration for equity instruments (options) of the Group. The
fair value of the employee services received in exchange for the
grant of the options and awards is recognised as an expense in the
income statement. The total amount to be expensed is determined by
reference to the fair value of the options granted. The original
fair value on grant date is charged to the income statement based
upon the Monte-Carlo method. Following modification on 30 November
2022, an additional charge for the beneficial modification was
determined by the Black-Scholes method.
·
The amortisation charge for those
intangible assets recognised on business combinations.
·
Restructuring costs totalling
£4.5m have been recognised within the Group, which have principally
arisen as a result of the pre-completion steps required to
restructure the Group ahead of the Inflexion investment in the
Healthcare business. The Group has also incurred £0.8m of legal
fees in relation to the arrangement of the new loan facilities
which were drawn down upon during December 2024.
·
Acquisition and integration costs includes legal and professional
fees and integration related
expenses incurred in relation to
acquisitions made by the Group during the year (see note 13). Included
within this category are
contingent consideration amounts
relating to
payments due to the previous owners of MBI, TS Lombard and LinkUp
between 2024 and 2025. These have been treated as remuneration
costs due to their being contingent upon the former owners
remaining as employees of the Group at the time of
payment.
·
Costs relating to share-based
payments scheme consist of employer taxes borne as a result of the
vesting of options during the year, and professional fees incurred
in advice obtained relating to the consolidation and subdivision of
share capital.
·
The revaluation of short and
long-term derivatives relates to movement in the fair value of the
short and long-term derivatives.
·
Unrealised operating foreign exchange gains and losses relate
to non-cash exchange losses and gains made on operating
items.
7. Net finance
costs
|
Year ended 31
December
2024
|
Year ended 31
December
2023
|
|
£m
|
£m
|
Loan interest cost
|
13.6
|
28.6
|
Lease interest cost
|
1.1
|
1.1
|
Revaluation of interest rate
swap
|
(2.8)
|
2.8
|
Other interest cost
|
-
|
0.1
|
Other interest income
|
(1.7)
|
(0.4)
|
|
10.2
|
32.2
|
Loan interest cost includes
non-cash interest relating to financial liabilities measured at
amortised cost of £1.4m (2023: 5.1m). The higher charge in the
prior year reflected the change in anticipated cash flows on the
previously held term loan. The Group fully repaid the loan upon
completion of the investment agreement with Inflexion in June 2024.
As a result of the change in anticipated cash flows as at 31
December 2023, the Group recognised a non-cash interest expense of
£3.4m in the year ended 31 December 2023 in accordance with IFRS 9,
which requires that any revisions to the estimate of payments,
should be adjusted against the amortised cost of a financial
liability by recalculating the present value of the estimated
future cash flows, discounted at the financial instrument's
original effective interest rate.
The Group discontinued hedge
accounting for the interest rate swap during the year ended 31
December 2023 as the hedged items (future interest repayments) were
no longer probable or expected to occur, therefore all gains and
losses in relation to the swap have been recognised within the
income statement during the year ended 31 December 2024.
8. Earnings per
share
The calculation of the basic
earnings per share is based on the earnings attributable to
ordinary shareholders of the parent company divided by the weighted
average number of shares in issue during the period. The Group also
has a share options scheme in place and therefore the Group has
calculated the dilutive effect of these options.
The earnings per share presented
below is based upon the post-reorganisation share
structure:
|
Year
ended
31 December
2024
|
Year ended
31 December
2023
|
|
|
Earnings per share attributable to equity holders from
continuing operations:
|
|
|
|
Basic
|
|
|
|
Profit for the period attributable
to equity shareholders (£m)
|
36.5
|
30.8
|
|
Less: non-controlling interest
(£m)
|
(6.9)
|
-
|
|
Profit for the period attributable
to ordinary shareholders of the parent company (£m)
|
29.6
|
30.8
|
|
Weighted average number of shares
(no' m)
|
789.1
|
807.1
|
|
Basic earnings per share
(pence)
|
3.8
|
3.8
|
|
Diluted
|
|
|
|
Profit for the period attributable
to equity shareholders (£m)
|
36.5
|
30.8
|
|
Less: non-controlling interest
(£m)
|
(6.9)
|
-
|
|
Profit for the period attributable
to ordinary shareholders of the parent company (£m)
|
29.6
|
30.8
|
|
Weighted average number of shares
(no' m)
|
799.4
|
818.2
|
|
Diluted earnings per share
(pence)
|
3.7
|
3.8
|
|
Reconciliation of basic weighted
average number of shares to the diluted weighted average number of
shares:
|
|
Year
ended
31 December
2024
No' m
|
Year ended
31 December
2023
No' m
|
|
|
Basic weighted average number of
shares, net of shares held in treasury reserve
|
|
789.1
|
807.1
|
Dilutive share options in issue -
scheme 1
|
|
1.2
|
4.5
|
Dilutive share options in issue -
scheme 2
|
|
6.5
|
6.6
|
Dilutive share options in issue -
scheme 4
|
|
2.6
|
-
|
Diluted weighted average number of shares
|
|
799.4
|
818.2
|
The diluted earnings per share
calculation does not include performance-related share options
where the performance criteria had not been met in the period, in
accordance with IAS 33. The table below shows the number of share
options which could become dilutive should future performance
criteria be met. It excludes 9,101,504 options which are
anticipated to vest in the year ended 31 December 2025 as these are
included in the diluted weighted average number of shares
calculation above given the performance criteria for these options
has been met.
Potentially dilutive shares
|
|
2026
|
2027
|
Total
|
Schedule
|
|
No.
|
No.
|
No.
|
Scheme 2
|
|
6,250,000
|
6,250,000
|
12,500,000
|
Scheme 4
|
|
5,023,015
|
17,580,553
|
22,603,568
|
Total
|
|
11,273,015
|
23,830,553
|
35,103,568
|
9. Intangible
assets
|
AUC*
|
Software
|
Customer
relationships
|
Brands
|
IP rights and
database
|
Goodwill
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
Cost
|
|
|
|
|
|
|
|
|
As at 1 January 2023
|
-
|
15.4
|
65.3
|
26.2
|
77.9
|
322.0
|
506.8
|
Additions: Internally
developed
|
0.2
|
2.3
|
-
|
-
|
-
|
-
|
2.5
|
Additions: Separately
acquired
|
-
|
0.7
|
-
|
0.1
|
-
|
-
|
0.8
|
As at 31 December 2023
|
0.2
|
18.4
|
65.3
|
26.3
|
77.9
|
322.0
|
510.1
|
Additions: Business
combinations
|
-
|
1.7
|
26.3
|
9.4
|
8.9
|
46.1
|
92.4
|
Additions: Internally
developed
|
4.9
|
-
|
-
|
-
|
-
|
-
|
4.9
|
Additions: Separately
acquired
|
-
|
0.4
|
-
|
0.2
|
-
|
-
|
0.6
|
Transfer AUC to
software
|
(0.5)
|
0.5
|
-
|
-
|
-
|
-
|
-
|
FX on retranslation
|
-
|
0.1
|
-
|
-
|
-
|
-
|
0.1
|
Disposals
|
-
|
(0.1)
|
-
|
-
|
-
|
-
|
(0.1)
|
As at 31 December 2024
|
4.6
|
21.0
|
91.6
|
35.9
|
86.8
|
368.1
|
608.0
|
|
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
|
|
|
|
|
As at 1 January 2023
|
-
|
(12.9)
|
(37.8)
|
(12.2)
|
(52.9)
|
(10.9)
|
(126.7)
|
Charge for the year
|
-
|
(1.6)
|
(4.7)
|
(1.2)
|
(3.1)
|
-
|
(10.6)
|
As at 31 December 2023
|
-
|
(14.5)
|
(42.5)
|
(13.4)
|
(56.0)
|
(10.9)
|
(137.3)
|
Additions: Business
combinations
|
-
|
(1.1)
|
-
|
-
|
-
|
-
|
(1.1)
|
Charge for the year
|
-
|
(1.9)
|
(4.4)
|
(1.3)
|
(3.2)
|
-
|
(10.8)
|
Disposals
|
-
|
0.1
|
-
|
-
|
-
|
-
|
0.1
|
As at 31 December 2024
|
-
|
(17.4)
|
(46.9)
|
(14.7)
|
(59.2)
|
(10.9)
|
(149.1)
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
As at 31 December 2024
|
4.6
|
3.6
|
44.7
|
21.2
|
27.6
|
357.2
|
458.9
|
As at 31 December 2023
|
0.2
|
3.9
|
22.8
|
12.9
|
21.9
|
311.1
|
372.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*AUC: Assets under construction
which will be transferred to software post development.
10.
Borrowings
|
|
31 December
2023
£m
|
31
December
2022
£m
|
Short-term lease
liabilities
|
|
4.0
|
4.3
|
Current liabilities
|
|
4.0
|
4.3
|
|
|
|
|
Long-term lease
liabilities
|
|
22.1
|
21.4
|
Long-term borrowings
|
|
40.4
|
263.7
|
Non-current liabilities
|
|
62.5
|
285.1
|
The changes in the Group's
borrowings can be classified as follows:
|
|
Short-term
borrowings
|
Long-term
borrowings
|
Short-term lease
liabilities1
|
Long-term lease
liabilities1
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
As at 1 January 2023
|
|
-
|
283.6
|
5.4
|
24.6
|
313.6
|
Cash flows:
|
|
|
|
|
|
|
-
Repayment
|
|
-
|
(25.0)
|
(5.4)
|
-
|
(30.4)
|
Non-cash:
|
|
|
|
|
|
|
-
Interest expense
|
|
-
|
5.1
|
-
|
-
|
5.1
|
-
Lease additions
|
|
-
|
-
|
1.4
|
-
|
1.4
|
-
Lease liabilities2
|
|
-
|
-
|
0.1
|
(0.4)
|
(0.3)
|
-
Reclassification
|
|
-
|
-
|
2.8
|
(2.8)
|
-
|
As at 31 December 2023
|
|
-
|
263.7
|
4.3
|
21.4
|
289.4
|
Cash flows:
|
|
|
|
|
|
|
-
Repayment
|
|
-
|
-
|
(5.6)
|
-
|
(5.6)
|
- Drawdown of
RCF (previously held facility)
|
|
-
|
40.0
|
-
|
-
|
40.0
|
- Settlement
of loan
|
|
-
|
(305.0)
|
-
|
-
|
(305.0)
|
- Drawdown of
RCF (new facility)
|
|
-
|
42.7
|
-
|
-
|
42.7
|
- Loan fees
paid
|
|
-
|
(2.4)
|
-
|
-
|
(2.4)
|
Non-cash:
|
|
|
|
|
|
|
- Interest
expense
|
|
-
|
1.4
|
-
|
-
|
1.4
|
- Lease
additions
|
|
-
|
-
|
5.5
|
-
|
5.5
|
- Lease
liabilities2
|
|
-
|
-
|
0.5
|
-
|
0.5
|
-
Reclassification
|
|
-
|
-
|
(0.7)
|
0.7
|
-
|
As at 31 December 2024
|
|
-
|
40.4
|
4.0
|
22.1
|
66.5
|
1 Amounts are net of rental prepayments and accruals
2 Represents lease interest, dilapidations and movement on lease
liability accruals and prepayments
Term loan and Revolving Capital Facility
('RCF')
During August 2022, the Group
completed a three-year debt financing facility comprising of a
£290.0m term loan and a RCF of £120.0m. There were no fixed
periodic capital repayments, with the full balance being due for
settlement when the facilities were due to expire in August 2025.
The term loan was syndicated between 12 lenders and the RCF was
syndicated between 13 lenders.
On 3 April 2023, the Group
voluntarily repaid £25.0m of the term loan, resulting in a term
loan drawdown of £265.0m. As at 31 December 2023, the Group was yet
to draw down the available RCF facility of £120.0m. During January
2024, £20.0m of the RCF was drawn down to support a share buyback
and during April 2024 a further £20.0m of the RCF was drawn down,
resulting in a total RCF drawdown of £40.0m. This total
indebtedness of £305.0m was fully repaid on 28 June 2024 as part of
the completion of the sale of 40% of the Group's Healthcare
business. During the period ended 30 June 2024, the Group
recognised a non-cash interest expense of £1.3m in accordance with
IFRS 9. As a result of the extinguishment of the financial
liability, as at 30 June 2024, the Group had short and long-term
external borrowings of £nil.
During the period ended 30 June
2024, interest was charged on the term loan and RCF at a rate of
3.0% over the Sterling Overnight Index Average rate (SONIA) and was
payable at the end of each calendar quarter. The Group entered into
an interest rate swap during October 2022, with an effective date
of 30 September 2022, initially based on a notional amount of
£290.0m, which matched against the initial term loan drawdown. The
notional amount of the swap was amended to £265.0m on 3 April 2023
(the same date as the voluntary repayment noted above), which
aligned to the term loan draw down at the time of settlement. The
agreement was to swap, on a calendar quarter basis, SONIA for a
fixed rate of 4.9125%. The swap arrangement was terminated on 24
June 2024 to coincide with the full repayment of the term
loan.
RCF and Acquisition and Capex Facility
('ACF')
On 18 December 2024, the Group
completed on two new three-year debt financing facilities to give
the Group additional funding to support the long-term growth of the
business, including M&A. The details of the facilities are as
follows:
|
Healthcare
Facility
|
Non-Healthcare
Facility
|
Date of agreement
|
18
December 2024
|
Term of agreement
|
3 years
with 1 year extension option.
|
Type of facility
|
Multi-currency RCF and ACF.
|
Lenders in syndicate
|
8
lenders.
|
Fixed repayments
|
None,
full drawn down balance repayable at date of termination of
agreement.
|
Available facility
|
£130.0m
RCF and £70.0m ACF. As at 31 December 2024, one member of the
syndicate was outstanding to commit to the facility, resulting in
the total available from the committed 7 lenders as at 31 December
2024 being £114.8m RCF and £61.8m ACF, totalling £176.6m. The final
syndicate member joined the facility on 31 January 2025 therefore
the full facility of £130.0m RCF and £70.0m ACF became available to
draw down upon on this date.
|
£135.0m
RCF and £50.0m ACF. As at 31 December 2024, one member of the
syndicate was outstanding to commit to the facility, with the total
available from the committed 7 lenders as at 31 December 2024 being
£119.2m RCF and £44.2m ACF, totalling £163.4m. The final syndicate
member joined the facility on 31 January 2025 therefore the full
facility of £135.0m RCF and £50.0m ACF became available to draw
down upon on this date.
|
Interest payable on drawn
element
|
Agreed
margin based upon covenant test result (currently 2.25%) plus
Sterling Overnight Index Average rate (SONIA) to be paid at the end
of each calendar quarter (beginning 31 March 2025).
|
Interest payable on undrawn
element
|
0.35% of margin on drawn
element.
|
Total drawdown at 31 December
2024
|
£37.0m, drawn down on 19 December
2024.
|
£7.5m, drawn down on 30 December
2024.
|
11.
Equity
Share
capital
Authorised, allotted, called up and fully
paid:
|
31 December 2024
|
31
December 2023
|
|
No'000s
|
Percentage of Total
Shares
|
£000s
|
No'000s
|
Percentage of Total
Shares
|
£000s
|
Ordinary shares at 1 January
(£0.0001)
|
845,028
|
|
84
|
845,028
|
|
84
|
Cancellation of shares: share
buyback programme
|
(14,133)
|
|
(1)
|
-
|
|
-
|
Ordinary shares at 31 December
(£0.0001)
|
830,895
|
99.99
|
83
|
845,028
|
99.99
|
84
|
Deferred shares of £1.00
each
|
100
|
0.01
|
100
|
100
|
0.01
|
100
|
Total authorised, allotted, called
up and fully paid
|
830,995
|
100
|
183
|
845,128
|
100.00
|
184
|
Share Purchases
During the year the Group's
Employee Benefit Trust purchased an aggregate amount of 24,689,068
shares (representing 3.0% of the total share capital), each with a
nominal value of 1/100th pence, at a total market value
of £52.5m. The purchased shares will be held for the purpose of
satisfying the exercise of share options under the Company's
Employee Share Option Plan.
During the year, a total of
9,692,168 shares (representing 1.2% of the total share capital),
each with a nominal value of 1/100th pence, which were
held by the Group's Employee Benefit Trust were utilised as a
result of the vesting of the final tranche of Scheme 1 share
options (at a total market value of £18.1m), as disclosed in note
12.
The maximum number of shares (each
with a nominal value of 1/100th pence) held by the
Employee Benefit Trust (at any time during the year ended 31
December 2024) was 52,882,459 (representing 6.4% of the total share
capital). The purchase of shares by the trust is to limit the
eventual dilution to existing shareholders. As at 31 December 2024,
no dilution is currently forecast.
Vesting Schedule
|
2025 No.
|
2026 No.
|
2027 No.
|
Total No.
|
Scheme 1*
|
603,625
|
603,625
|
-
|
1,207,250
|
Scheme 2**
|
6,500,711
|
6,250,000
|
6,250,000
|
19,000,711
|
Scheme 4
|
2,600,793
|
5,023,015
|
17,580,554
|
25,204,362
|
Total
|
9,705,129
|
11,876,640
|
23,830,554
|
45,412,323
|
Shares held in trust
|
(9,705,129)
|
(11,876,640)
|
(23,830,554)
|
(45,412,323)
|
Net dilution
|
0
|
0
|
0
|
0
|
*The remaining share options in
Scheme 1 can be exercised anytime until August 2033 and therefore
for the purposes of this analysis we have assumed they will be
exercised within the next two years.
**It has been assumed that 250,711
unexercised share options that vested on 7 March 2024 with respect
to the Scheme 2 2023 performance period will be exercised during
2025.
Share Purchases for Cancellation
On 31 July 2024, the Group
announced a return of surplus capital of £10.0m to
shareholders, implemented through a share buyback programme
of the Group's ordinary shares, which was completed on 5
September 2024. On 23 September 2024, the Group announced an
additional return of surplus capital of £20.0m to
shareholders, which was implemented in the same way as the initial
£10m. As at 31 December 2024, the total value of shares bought back
and cancelled was £29.3m. The final £0.7m was purchased and
cancelled in January 2025, thereby completing the second tranche of
the buyback programmes.
The purpose of the share buyback
programmes was to return surplus capital to shareholders and reduce
the Group's share capital. As such, all ordinary shares
repurchased by the Group under the share buyback programmes were
cancelled.
Capital
management
The Group's capital management
objectives are:
·
To ensure the Group's ability to continue as a
going concern; and
·
To fund future growth and provide an adequate
return to shareholders and, when appropriate, distribute
dividends.
The capital structure of the Group
consists of net bank debt, which includes borrowings (note 10) and
cash and cash equivalents, and equity.
The Company has two classes of
shares. The ordinary shares carry no right to fixed income and each
share carries the right to one vote at general meetings of the
Company.
The deferred shares do not confer
upon the holders the right to receive any dividend, distribution or
other participation in the profits of the Company. The deferred
shares do not entitle the holders to receive notice of or to attend
and speak or vote at any general meeting of the Company. On
distribution of assets on liquidation or otherwise, the surplus
assets of the Company remaining after payments of its liabilities
shall be applied first in repaying to holders of the deferred
shares the nominal amounts and any premiums paid up or credited as
paid up on such shares, and second the balance of such assets shall
belong to and be distributed among the holders of the ordinary
shares in proportion to the nominal amounts paid up on the ordinary
shares held by them respectively.
There are no specific restrictions
on the size of a holding nor on the transfer of shares, which are
both governed by the general provisions of the Articles of
Association and prevailing legislation. The Directors are not aware
of any agreements between holders of the Company's shares that may
result in restrictions on the transfer of securities or on voting
rights.
No person has any special rights
of control over the Company's share capital and all its issued
shares are fully paid.
With regard to the appointment and
replacement of Directors, the Company is governed by its Articles
of Association, the Companies Act and related legislation. The
Articles themselves may be amended by special resolution of the
shareholders. The powers of Directors are described in the Board
Terms of Reference, copies of which are available on
request.
Dividends
The final dividend for 2023 was
3.2 pence per share and was paid in April 2024. The total dividend
for the current year is 2.5 pence per share, with an interim
dividend of 1.5 pence per share paid on 4 October 2024 to
shareholders on the register at the close of business on 6
September 2024, and a final dividend of 1.0 pence per share will be
paid on 2 May 2025 to shareholders on the register at the close of
business on 21 March 2025. The ex-dividend date will be on 20 March
2025.
Treasury
reserve
The treasury reserve represents
the cost of shares held in the Group's Employee Benefit Trust for
the purpose of satisfying the exercise of share options under the
Company's Employee Share Option Plan.
Cash flow hedge
reserve
The cash flow hedge reserve
contains the fair valuation movements arising from revaluation of
interest rate swaps. Changes in fair value of derivative financial
instruments that are designated, and effective, cash flow hedges of
forecast transactions are recognised in other comprehensive income
and accumulated under the heading of cash flow hedge reserve,
limited to the cumulative change in fair value of the hedged item
from inception of the hedge. The gain or loss relating to the
ineffective portion is recognised immediately in profit or loss.
The cumulative amount recognised in other comprehensive income and
accumulated in equity is reclassified into the consolidated income
statement out of other comprehensive income in the same period when
the hedged item is recognised in profit or loss.
The disclosures above are for both
the Group and the Company.
Non-controlling
interest
The put option in relation to the
sale of 40% of the Group's Healthcare business was exercised on 4
June 2024. At this point the sale had been committed to, and legal
completion followed shortly afterwards on 28 June 2024, with the
Group receiving gross cash proceeds of £451.4m, of which £8.0m was
recognised as a related party loan due to Monument Bidco Limited
(an Inflexion investment company) at the point of completion which
was capitalised during December 2024. As a result of this
sale, in line with the provisions of IFRS
10: Consolidated Financial Statements, the
Group has recognised non-controlling interest (NCI) within equity
which represents 40% of the Healthcare business sub-group's
statement of financial position as at the date of recognition of
NCI which has been determined as 4 June 2024, being the date the
put option was exercised.
Since initial recognition of NCI
on 4 June 2024, the following has been allocated to NCI:
·
40% of the Healthcare business sub-group's profit
after tax;
·
40% of the Healthcare business sub-group's tax
entries which have been recognised directly in reserves;
·
40% of the movement on the Healthcare sub-group's
share-based payment reserve; and
·
40% of the movement on the Healthcare sub-group's
foreign currency translation reserve.
Legal and professional transaction
fees incurred by the Group in relation to this sale of NCI have
been recognised directly in equity within the Group's Statement of
Changes in Equity given they are linked to an equity transaction.
For the year ended 31 December 2024 these fees totalled
£30.6m.
Summarised financial information
in respect of the Group's non-controlling interest is set out
below, as at 31 December 2024 the non-controlling interest
represents 40% non-controlling interest in the Group's Healthcare
business:
|
31 December
2024
£m
|
Statement of Financial Position Summary:
|
|
Non-current assets
|
76.1
|
Current assets
|
62.7
|
Current liabilities
|
(59.9)
|
Non-current liabilities
|
(36.1)
|
Equity attributable to owners of the
Company
|
42.8
|
|
|
Non-controlling interest
|
17.1
|
|
Year ended
31 December
2024
£m
|
Income Statement Summary:
|
|
Revenue
|
63.3
|
Profit after tax
|
17.3
|
Other comprehensive
income
|
2.0
|
Total comprehensive income
|
19.3
|
Total comprehensive income - non controlling
interest
|
7.7
|
|
|
Statement of Cash Flows Summary:
|
|
Cash flows used in operating
activities
|
(10.5)
|
Cash flows used in investing
activities
|
(18.7)
|
Cash flows from financing
activities
|
27.3
|
Total cash flows
|
(1.9)
|
Other
reserve
Other reserve consists of a
reserve created upon the reverse acquisition of TMN Group Plc in
2009.
Foreign currency translation
reserve
The foreign currency translation
reserve contains the translation differences that arise upon
translating the results of subsidiaries with a functional currency
other than Sterling. Such exchange differences are recognised in
the income statement in the period in which a foreign operation is
disposed of.
12. Share-based
payments
Scheme 1 - fully vested and closed to new
participants
The Group created a share option
scheme during the year ended 31 December 2010 and granted the first
options under the scheme on 1 January 2011 to certain senior
employees. Each option granted converts to one ordinary share on
exercise. A participant may exercise their options subject to
employment conditions and Adjusted EBITDA targets being met. For
these options to be exercised the Group's earnings before interest,
taxation, depreciation and amortisation, as adjusted by the
Remuneration Committee for significant or one-off occurrences, must
exceed certain targets. The fair values of options granted were
determined using the Black-Scholes model. The inputs used in the
model were:
·
share price at date of grant;
·
exercise price;
·
time to maturity;
·
annual risk-free interest rate; and
·
annualised volatility.
Each of the awards were subject to
vesting criteria set by the Remuneration Committee. As disclosed in
the 2021 Annual Report and Accounts, the final vesting target of
£52m Adjusted EBITDA (excluding the impact of IFRS16) was met in
the financial year ending 31 December 2021 and therefore the final
tranche of Scheme 1 options vested during 2022. Scheme 1 is now
therefore closed.
The total charge recognised for
the scheme during the 12 months to 31 December 2024 was £nil (2023:
£nil).
The Remuneration Committee
approved the vesting of the final tranche of Scheme 1 on 11 August
2022. The awards of the scheme were settled with ordinary shares of
the Company. Whilst the majority of participants chose to exercise
their options during the year ended 31 December 2022, holders of
the remaining 14.3m options (post share reorganisation) chose to
defer their exercise, as allowable under the scheme rules. During
the year ended 31 December 2023, 9.8m of these options were
exercised, resulting in 4.5m deferred options as at 31 December
2023. During the year ended 31 December 2024, 3.3m of the deferred
options were exercised.
Reconciliation of movement in the
number of options is provided below. No new grants were awarded
during 2024.
|
Option exercise
price
(pence)
|
Remaining
life
(years)
|
Number of
options
|
31 December 2023
|
1/100th
|
0.0
|
4,461,611
|
Exercised
|
1/100th
|
N/A
|
(3,254,361)
|
31 December 2024
|
1/100th
|
0.0
|
1,207,250
|
The options carried forward as at
31 December 2024 are both outstanding and exercisable. The maximum
term of the remaining options outstanding is 9 years, ending in
August 2033.
Scheme 2 - 2019 scheme
The following assumptions were
used in the valuation:
Award tranche
|
Award 1
|
Award 2
|
Award 3
|
Award 5
|
Award 7
|
Award 8
|
Award 9
|
Grant date
|
31/10/19
|
07/05/20
|
25/05/20
|
22/09/20
|
23/03/21
|
31/01/23
|
22/01/24
|
Expected dividend yield
|
3.06%
|
3.06%
|
3.06%
|
3.06%
|
3.06%
|
3.57%
|
Note
1
|
Volatility
|
26.87%
|
26.87%
|
26.87%
|
26.87%
|
26.87%
|
28.62%
|
Note
1
|
Initial share price (pre capital
reorganisation)
|
£12.25
|
£12.25
|
£12.25
|
£12.25
|
£12.25
|
£12.55
|
Note
1
|
Initial share price (post capital
reorganisation)
|
£1.72
|
£1.72
|
£1.72
|
£1.72
|
£1.72
|
£1.76
|
Note
1
|
Group achieves £100m EBITDA by 1 March 2024
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
100%
vest
|
Fair value (pre capital reorganisation)
|
£11.79
|
£11.79
|
£11.79
|
£11.79
|
£11.79
|
£12.07
|
£14.00
|
Fair value (post capital reorganisation)
|
£1.65
|
£1.65
|
£1.65
|
£1.65
|
£1.65
|
£1.69
|
£1.96
|
Risk-free interest rate
|
3.17%
|
3.17%
|
3.17%
|
3.17%
|
3.17%
|
3.24%
|
Note
1
|
Estimated forfeiture rate
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
Remaining contractual life
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Group achieves £110m EBITDA by 1 March 2025
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
N/A
|
Fair value (pre capital reorganisation)
|
£11.43
|
£11.43
|
£11.43
|
£11.43
|
£11.43
|
£11.65
|
N/A
|
Fair value (post capital reorganisation)
|
£1.60
|
£1.60
|
£1.60
|
£1.60
|
£1.60
|
£1.63
|
N/A
|
Risk-free interest rate
|
3.24%
|
3.24%
|
3.24%
|
3.24%
|
3.24%
|
3.32%
|
N/A
|
Estimated forfeiture rate
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
N/A
|
Remaining contractual life
|
0.17
|
0.17
|
0.17
|
0.17
|
0.17
|
0.17
|
N/A
|
Group achieves £125m EBITDA by 1 March 2026
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
N/A
|
Fair value (pre capital reorganisation)
|
£11.09
|
£11.09
|
£11.09
|
£11.09
|
£11.09
|
£11.24
|
N/A
|
Fair value (post capital reorganisation)
|
£1.55
|
£1.55
|
£1.55
|
£1.55
|
£1.55
|
£1.57
|
N/A
|
Risk-free interest rate
|
3.20%
|
3.20%
|
3.20%
|
3.20%
|
3.20%
|
3.12%
|
N/A
|
Estimated forfeiture rate
|
5%
|
5%
|
5%
|
5%
|
5%
|
4%
|
N/A
|
Remaining contractual life
|
1.17
|
1.17
|
1.17
|
1.17
|
1.17
|
1.17
|
N/A
|
Group achieves £145m EBITDA by 1 March 2027
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
25%
vest
|
N/A
|
Fair value (pre capital reorganisation)
|
£10.76
|
£10.76
|
£10.76
|
£10.76
|
£10.76
|
£10.85
|
N/A
|
Fair value (post capital reorganisation)
|
£1.51
|
£1.51
|
£1.51
|
£1.51
|
£1.51
|
£1.52
|
N/A
|
Risk-free interest rate
|
3.24%
|
3.24%
|
3.24%
|
3.24%
|
3.24%
|
3.21%
|
N/A
|
Estimated forfeiture rate
|
9%
|
9%
|
9%
|
9%
|
9%
|
4%
|
N/A
|
Remaining contractual life
|
2.17
|
2.17
|
2.17
|
2.17
|
2.17
|
2.17
|
N/A
|
Note 1: Award 9 was granted and
exercised almost immediately therefore the fair value at grant date
was calculated as being equal to the share price at the date of
award.
Awards 4 and 6 have been fully
forfeited. Award 9 was granted with 100% of the options vesting in
2024. For all options noted within the table above, the exercise
price per option is £0.0001 (equivalent to 1/100th
pence) and the expected dividend yield has been assumed to be paid
throughout the performance period. The volatility used within the
calculations was determined by calculating the Group's observed
historical volatility over a period equal to the time until the end
of the assumed maturity date.
The estimated forfeiture rate
assumption is based upon Management's expectation of the number of
options that will lapse over the vesting period and are reviewed
annually. Management believes the current assumptions to be
reasonable.
The total charge recognised for
the scheme during the 12 months to 31 December 2024 was £12.6m
(2023: £13.6m). The awards of the scheme will be settled with
ordinary shares of the Company.
Reconciliation of movement in the
number of options in Scheme 2 is provided below.
|
Option exercise
price
(pence)
|
Remaining
life
(years)
|
Number of
options
|
31 December 2023
|
1/100th
|
1.7
|
26,499,998
|
Granted
|
1/100th
|
N/A
|
63,529
|
Exercised
|
1/100th
|
N/A
|
(6,437,816)
|
Forfeited
|
1/100th
|
N/A
|
(1,125,000)
|
31 December 2024
|
1/100th
|
1.2
|
19,000,711
|
The options carried forward as at
31 December 2024 are both outstanding and exercisable.
Scheme 4 - 2021 scheme
The following assumptions were
used in the valuation:
Award tranche
|
Award 1
|
Award 2
|
Award 3
|
Award 4
|
Award 5
|
Grant date
|
07/03/22
|
31/01/23
|
23/05/23
|
22/01/2024
|
21/05/2024
|
Expected dividend yield
|
3.06%
|
3.57%
|
3.34%
|
1.60%
|
1.04%
|
Volatility
|
26.87%
|
28.62%
|
29.40%
|
28.25%
|
29.14%
|
Initial share price (pre capital
reorganisation)
|
£12.25
|
£12.55
|
£13.10
|
£13.93
|
£16.14
|
Initial share price (post capital
reorganisation)
|
£1.72
|
£1.76
|
£1.83
|
£1.95
|
£2.26
|
Group achieves £110m EBITDA by 1 March 2025
|
10%
vest
|
10%
vest
|
10%
vest
|
10%
vest
|
10%
vest
|
Fair value (pre capital reorganisation)
|
£11.43
|
£11.65
|
£12.35
|
£13.68
|
£16.01
|
Fair value (post capital reorganisation)
|
£1.60
|
£1.63
|
£1.73
|
£1.92
|
£2.24
|
Risk-free interest rate
|
3.24%
|
3.32%
|
4.10%
|
4.72%
|
4.74%
|
Estimated forfeiture rate
|
0%
|
0%
|
0%
|
0%
|
0%
|
Remaining contractual life
|
0.17
|
0.17
|
0.17
|
0.17
|
0.17
|
Group achieves £125m EBITDA by 1 March 2026
|
20%
vest
|
20%
vest
|
20%
vest
|
20%
vest
|
20%
vest
|
Fair value (pre capital reorganisation)
|
£11.09
|
£11.24
|
£11.94
|
£11.94
|
£11.94
|
Fair value (post capital reorganisation)
|
£1.55
|
£1.57
|
£1.67
|
£1.67
|
£1.67
|
Risk-free interest rate
|
3.20%
|
3.12%
|
4.02%
|
4.17%
|
4.27%
|
Estimated forfeiture rate
|
9%
|
8%
|
8%
|
8%
|
0%
|
Remaining contractual life
|
1.17
|
1.17
|
1.17
|
1.17
|
1.17
|
Group achieves £145m EBITDA by 1 March 2027
|
70%
vest
|
70%
vest
|
70%
vest
|
70%
vest
|
70%
vest
|
Fair value (pre capital reorganisation)
|
£10.76
|
£10.85
|
£11.55
|
£11.55
|
£11.55
|
Fair value (post capital reorganisation)
|
£1.51
|
£1.52
|
£1.62
|
£1.62
|
£1.62
|
Risk-free interest rate
|
3.24%
|
3.21%
|
3.97%
|
3.87%
|
4.07%
|
Estimated forfeiture rate
|
16%
|
8%
|
8%
|
8%
|
0%
|
Remaining contractual life
|
2.17
|
2.17
|
2.17
|
2.17
|
2.17
|
For all options noted within the
table above, the exercise price per option is £0.0001 (equivalent
to 1/100th pence) and the expected dividend yield has
been assumed to be paid throughout the performance period. The
volatility used within the calculations was determined by
calculating the Group's observed historical volatility over a
period equal to the time until the end of the assumed maturity
date.
The estimated forfeiture rate
assumption is based upon management's expectation of the number of
options that will lapse over the vesting period and are reviewed
annually. Management believes the current assumptions to be
reasonable.
The total charge recognised for
the scheme during the 12 months to 31 December 2024 was £11.5m
(2023: £5.8m). The awards of the scheme will be settled with
ordinary shares of the Company.
Reconciliation of movement in the
number of options in Scheme 4 is provided below.
|
Option exercise
price
(pence)
|
Remaining
life
(years)
|
Number of
options
|
31 December 2023
|
1/100th
|
2.8
|
19,642,763
|
Granted
|
1/100th
|
N/A
|
6,829,456
|
Forfeited
|
1/100th
|
N/A
|
(1,267,857)
|
31 December 2024
|
1/100th
|
1.8
|
25,204,362
|
The options carried forward as at
31 December 2024 are both outstanding and exercisable.
Vesting of options
As a result of options from
Schemes 1 and 2 vesting during the year, £17.3m was transferred
from the Group's treasury reserve to retained earnings of which
£18.1m is distributable. The weighted average price of the
exercised options at the date of exercise was £1.86 per
share.
13.
Acquisitions
Business Trade Media International Limited
On 31 July 2024 the Group acquired
100% of the share capital of Business Trade Media International
Limited ("BTMI") for cash consideration of £6.3m. The bolt-on
acquisition adds a number of established digital media and industry
news brands, which align to our sector coverage, and brings an
additional annual digital audience of 4m business leaders and
decision-makers and will help accelerate the GlobalData 'Curve'
Strategy.
The amounts recognised for each
class of assets and liabilities at the acquisition date were as
follows:
|
|
Carrying
value
|
Fair value
adjustments
|
Fair value
|
|
|
£m
|
£m
|
£m
|
Intangible assets consisting
of:
|
|
|
|
|
Customer relationships
|
|
-
|
2.0
|
2.0
|
Trade names
|
|
-
|
1.9
|
1.9
|
Database
|
|
-
|
0.4
|
0.4
|
Net assets acquired consisting
of:
|
|
|
|
|
Goodwill
|
|
1.1
|
(1.1)
|
-
|
Trade and other
receivables
|
|
1.3
|
-
|
1.3
|
Trade and other
payables
|
|
(3.6)
|
0.6
|
(3.0)
|
Borrowings
|
|
(3.7)
|
-
|
(3.7)
|
Deferred tax
|
|
-
|
(0.2)
|
(0.2)
|
Fair value of net (liabilities)/ assets
acquired
|
|
(4.9)
|
3.6
|
(1.3)
|
The goodwill recognised in
relation to the acquisition is as follows:
Fair value
|
£m
|
Consideration
|
|
|
|
6.3
|
Less working capital
adjustment
|
|
|
|
(0.1)
|
Plus net liabilities
acquired
|
|
|
|
1.3
|
Goodwill
|
|
|
|
7.5
|
At the date of acquisition, the
Group settled £3.7m of the acquiree's pre-existing borrowings,
which has become an inter-company payable due back to the Group
within the statement of financial position of the acquiree. This
payment has not been treated as part of the acquisition
consideration.
In line with the provision of
IFRS3, fair value adjustments may be made within the 12-month
period from the date of acquisition which would result in an
adjustment to the goodwill balance reported above. The goodwill
that arose on the combination can be attributed to the assembled
workforce, know-how and research methodology. The fair values of
the identified intangible assets were calculated in line with the
policies detailed within the Group's Annual Report and Accounts for
the year ended 31 December 2024. The amount of goodwill which is
expected to be deductible for tax purposes is £nil.
The Group incurred legal and
professional expenses of £0.3m and a lease termination fee of £0.6m
in relation to the acquisition, both of which were recognised in
adjusting items in the income statement. In the period from the
date of acquisition to 31 December 2024, the trade of BTMI
generated revenues of £3.7m and Adjusted EBITDA of
£0.8m.
JobDig, Inc (doing business as LinkUp)
On 27 October 2024 the Group
acquired 100% of the share capital of JobDig Inc (doing business as
LinkUp, "LinkUp"), for cash consideration of £18.4m. LinkUp is a
leading provider of global job market data. Founded in 2007, LinkUp
delivers labour intelligence of the highest accuracy, timeliness,
and quality to leading hedge funds, financial services firms, and
human capital management organisations. This addition represents
further execution against our bolt-on acquisition strategy, adding
to the Group's growing strategic intelligence offering as well as
strengthening its presence within the financial markets
audience.
A financial liability in relation
to a number of contingent consideration payments due for settlement
during 2025 and 2026 to a maximum amount of $4.0m (GBP equivalent
at the date of acquisition being £3.1m) has been recognised, and
forms part of the acquisition consideration due to not being
conditional on employment. This represents the total potential
payout in full based on the agreed terms. Payment is contingent on
certain volume renewal rates and integration milestones being
achieved during 2025. Future amendments to the financial liability
based upon updated assessments of fair value will be recognised
within the income statement.
In addition, there are a number of
contingent consideration payments due for settlement during 2025
and 2026 to a maximum amount of $1.0m, which are being recognised
as remuneration expenses within the income statement due to being
conditional on employment and are disclosed as an adjusting item in
the income statement.
The amounts recognised for each
class of assets and liabilities at the acquisition date were as
follows:
|
|
Carrying
value
|
Fair value
adjustments
|
Fair value
|
|
|
£m
|
£m
|
£m
|
Intangible assets consisting
of:
|
|
|
|
|
Customer relationships
|
|
-
|
9.6
|
9.6
|
Database
|
|
-
|
3.2
|
3.2
|
Trade names
|
|
-
|
0.7
|
0.7
|
Net assets acquired consisting
of:
|
|
|
|
|
Property, plant and
equipment
|
|
1.5
|
-
|
1.5
|
Intangible assets
|
|
0.7
|
-
|
0.7
|
Cash and cash
equivalents
|
|
1.6
|
-
|
1.6
|
Trade and other
receivables
|
|
0.8
|
-
|
0.8
|
Trade and other
payables
|
|
(6.5)
|
0.4
|
(6.1)
|
Short and long-term lease
liabilities
|
|
(1.0)
|
-
|
(1.0)
|
Deferred tax
|
|
-
|
(0.7)
|
(0.7)
|
Fair value of net (liabilities)/ assets
acquired
|
|
(2.9)
|
13.2
|
10.3
|
The goodwill recognised in
relation to the acquisition is as follows:
Fair value
|
£m
|
Consideration
|
|
|
|
18.4
|
Contingent consideration, not
conditional on employment
|
|
|
|
3.1
|
Less net assets
acquired
|
|
|
|
(10.3)
|
Goodwill
|
|
|
|
11.2
|
At the date of acquisition, the
Group settled £3.8m of the acquiree's accrued transaction costs,
which has become an inter-company payable due back to the Group
within the statement of financial position of the acquiree. This
payment has not been treated as part of the acquisition
consideration.
In line with the provision of
IFRS3, fair value adjustments may be made within the 12-month
period from the date of acquisition which would result in an
adjustment to the goodwill balance reported above. The goodwill
that arose on the combination can be attributed to the assembled
workforce, know-how and research methodology. The fair values of
the identified intangible assets were calculated in line with the
policies detailed within the Group's Annual Report and Accounts for
the year ended 31 December 2024. The amount of goodwill which is
expected to be deductible for tax purposes is £nil.
The Group incurred legal and
professional expenses of £1.1m in relation to the acquisition,
which were recognised in adjusting items in the income statement.
In the period from the date of acquisition to 31 December 2024, the
trade of LinkUp generated revenues of £1.2m and Adjusted EBITDA of
£0.1m.
Celent
On 31 December 2024 the Group
acquired 100% of the trade and assets of Celent, for cash
consideration of £19.2m. Celent is a leading research and advisory
firm focused on helping technology and strategy leaders in the
Financial Services market globally. Their expert research &
consulting for tech leaders, which is deeply focused across several
sub-segments within Financial Services, creates an excellent
strategic fit for the Group.
The amounts recognised for each
class of assets and liabilities at the acquisition date were as
follows:
|
|
Carrying
value
|
Fair value
adjustments
|
Fair value
|
|
|
£m
|
£m
|
£m
|
Intangible assets consisting
of:
|
|
|
|
|
Customer relationships
|
|
-
|
4.6
|
4.6
|
Database
|
|
-
|
5.4
|
5.4
|
Trade names
|
|
-
|
1.1
|
1.1
|
Net assets acquired consisting
of:
|
|
|
|
|
Trade and other
receivables
|
|
3.6
|
-
|
3.6
|
Trade and other
payables
|
|
(5.4)
|
0.2
|
(5.2)
|
Deferred tax
|
|
-
|
(0.4)
|
(0.4)
|
Fair value of net (liabilities)/ assets
acquired
|
|
(1.8)
|
10.9
|
9.1
|
The goodwill recognised in
relation to the acquisition is as follows:
Fair value
|
£m
|
Consideration
|
|
|
|
19.2
|
Less net assets
acquired
|
|
|
|
(9.1)
|
Goodwill
|
|
|
|
10.1
|
In line with the provision of
IFRS3, fair value adjustments may be made within the 12-month
period from the date of acquisition which would result in an
adjustment to the goodwill balance reported above. The goodwill
that arose on the combination can be attributed to the assembled
workforce, know-how and research methodology. The fair values of
the identified intangible assets were calculated in line with the
policies detailed within the Group's Annual Report and Accounts for
the year ended 31 December 2024. The amount of goodwill which is
expected to be deductible for tax purposes is £3.9m.
The Group incurred legal and
professional expenses of £0.5m in relation to the acquisition,
which were recognised in adjusting items in the income statement.
In the period from the date of acquisition to 31 December 2024, the
trade of Celent generated revenues of £nil and Adjusted EBITDA of
£nil.
Deallus
On 31 December 2024 the Group
acquired 100% of the share capital of Galahad TopCo Limited, which
owns the Deallus group of companies, for cash consideration of
£20.8m plus issuance of a loan note of £1.0m which has been
classified as an amount owed to related parties within the
Consolidated Statement of Financial Position. The loan note is
repayable on 30 June 2025 and accrues interest at an annual rate of
12%. Deallus is a market-leading competitive
intelligence solutions provider focused on the global life sciences
sector. During its 20 years in business, Deallus has
built deep sector expertise through supporting clients in key
therapy areas, including Oncology, Neuroscience, Vaccines, Rare
Diseases, Cell & Gene, and Immunology. The combination creates
the opportunity for the Group to build deeper, more embedded
relationships with major brands within the pharmaceutical sector
and creates the potential for GlobalData to deliver more
value to our clients.
The amounts recognised for each
class of assets and liabilities at the acquisition date were as
follows:
|
|
Carrying
value
|
Fair value
adjustments
|
Fair value
|
|
|
£m
|
£m
|
£m
|
Intangible assets consisting
of:
|
|
|
|
|
Customer relationships
|
|
-
|
10.1
|
10.1
|
Trade names
|
|
-
|
5.6
|
5.6
|
Net assets acquired consisting
of:
|
|
|
|
|
Property, plant and
equipment
|
|
0.4
|
-
|
0.4
|
Cash and cash
equivalents
|
|
7.3
|
-
|
7.3
|
Trade and other
receivables
|
|
3.9
|
-
|
3.9
|
Corporation tax
|
|
0.2
|
-
|
0.2
|
Trade and other
payables
|
|
(11.9)
|
-
|
(11.9)
|
Short and long-term lease
liabilities
|
|
(0.4)
|
-
|
(0.4)
|
Borrowings
|
|
(7.0)
|
-
|
(7.0)
|
Deferred tax
|
|
0.2
|
(4.0)
|
(3.8)
|
Fair value of net (liabilities)/ assets
acquired
|
|
(7.3)
|
11.7
|
4.4
|
The goodwill recognised in
relation to the acquisition is as follows:
Fair value
|
£m
|
Consideration paid in
cash
|
|
|
|
20.8
|
Consideration settled via issuance
of related party loan note
|
|
|
|
1.0
|
Less net assets
acquired
|
|
|
|
(4.4)
|
Goodwill
|
|
|
|
17.4
|
At the date of acquisition, the
Group settled £7.0m of the acquiree's pre-existing borrowings and
£5.2m of the acquiree's accrued transaction costs, the total of
£12.2m has become an inter-company payable due back to the Group
within the statement of financial position of the acquiree. These
payments have not been treated as part of the acquisition
consideration.
In line with the provision of
IFRS3, fair value adjustments may be made within the 12-month
period from the date of acquisition which would result in an
adjustment to the goodwill balance reported above. The goodwill
that arose on the combination can be attributed to the assembled
workforce, know-how and research methodology. The fair values of
the identified intangible assets were calculated in line with the
policies detailed within the Group's Annual Report and Accounts for
the year ended 31 December 2024. The amount of goodwill which is
expected to be deductible for tax purposes is £nil.
The Group incurred legal and
professional expenses of £1.2m in relation to the acquisition,
which were recognised in adjusting items in the income statement.
In the period from the date of acquisition to 31 December 2024, the
trade of Deallus generated revenues of £nil and Adjusted EBITDA of
£nil.
Impact of Acquisitions
If all four of the Group's
acquisitions made during the year ended 31 December 2024 had
occurred on 1 January 2024, Group revenue would have been £321.8m
and Group Adjusted EBITDA would have been at £118.6m.
SiA - Strategy in Action
On 4 June 2024, one of the Group's
100% owned subsidiaries, GlobalData Investments Limited, made an
investment of 16.95% in the share capital of SIA - Strategy in
Action Limited ("SiA") for cash consideration of £4.0m. SiA is
based in the United Kingdom and is an innovative solution designed
to empower organisations to formulate and execute successful
business strategies, underpinned by a cutting-edge strategy
workflow product, which is a complimentary product offering for the
Group. Management have assessed that the Group will exercise
significant influence over SiA, therefore the investment is
accounted for under the equity method. The carrying amount of the
investment has been adjusted for the Group's share of the
post-acquisition profits or losses of SiA (totalling £0.04m profit
for the year ended 31 December 2024, which has been recognised in
the Group's profit or loss) plus the Group's share of the
post-acquisition change in other comprehensive income of SiA
(totalling £nil for the year ended 31 December 2024, which has been
recognised within other comprehensive income of the
Group).
Cash Cost of Acquisitions
The cash cost of acquisitions in
2024 comprises:
|
|
31 December
2024
|
|
|
£m
|
Presented within Operating Activities
|
|
|
Acquisition of TS
Lombard:
|
|
|
Contingent consideration
|
|
0.5
|
|
|
0.5
|
|
|
31 December
2024
|
|
|
£m
|
Presented within Investing Activities
|
|
|
Acquisition of BTMI:
|
|
|
Cash
consideration
|
|
6.3
|
Working capital adjustment
|
|
(0.1)
|
Acquisition of Jobdig,
Inc:
|
|
|
Cash
consideration
|
|
18.4
|
Cash
acquired
|
|
(1.6)
|
Settlement of transaction costs (not included within
consideration)
|
|
3.8
|
Acquisition of Celent:
|
|
|
Cash
consideration
|
|
19.2
|
Acquisition of Deallus:
|
|
|
Cash
consideration
|
|
20.8
|
Cash
acquired
|
|
(7.3)
|
Settlement of transaction costs (not included within
consideration)
|
|
5.2
|
SIA - Strategy in Action
Limited
|
|
|
Cash
consideration
|
|
4.0
|
|
|
68.7
|
|
|
31 December
2024
|
|
|
£m
|
Presented within Financing Activities
|
|
|
Acquisition of BTMI: Settlement of
borrowings (not included within consideration)
|
|
3.7
|
Acquisition of Deallus: Settlement
of borrowings (not included within consideration)
|
|
7.0
|
|
|
10.7
|
During the year ended 31 December
2023, the Group did not make any acquisitions, however a contingent
consideration payment of £0.2m in relation to the MBI acquisition
(acquired during the year ended 31 December 2022) was
made.
Post year end acquisition of AI Palette
On 7 March 2025, the Group
acquired the entire share capital of AI Palette Pte. Ltd and its
wholly owned subsidiary for a purchase price of $11.5m. AI Palette
is an AI Powered consumer insights platform offering an Innovation
Intelligence solution to the Consumer-packaged goods sector. In
accordance with IFRS3.B66, Management has not been able to estimate
the fair value of goodwill and intangible assets acquired as the
acquisition occurred in close proximity to the issuance of these
financial statements. No revenues or profits are included in the
Group's results for the year ended 31 December 2024.
14. Related party
transactions
The Board has put in place an
additional control framework to ensure related party transactions
are well controlled and managed. Related party transactions are
overseen by a subcommittee of the Board. The Related Party
Transactions Committee, consisting of 4 Non-Executive Directors and
chaired by Murray Legg meets to:
o Oversee all related party transactions;
o Ensure transactions are in the best interests of GlobalData
and its wider stakeholders; and
o Ensure all transactions are recorded and disclosed on an
arm's length basis.
The Group has taken advantage of
the exemptions contained within IAS24: Related Party Disclosures
from the requirement to disclose transactions between Group
companies as these have been eliminated on
consolidation.
Related Party Transactions: Ultimate Controlling
Party
Mike Danson, GlobalData's Chief
Executive, owned 57.5% of the Company's ordinary shares as at 31
December 2024 and 57.6% as at 10 March 2025 and is therefore the
Company's ultimate controlling party. Mike Danson owns a number of
other businesses, a small number of which interact with GlobalData
Plc.
During the year, the following
related party transactions were entered into by the
Group:
Acquisition of Business Trade
Media International Limited
On 31 July 2024 we entered into a
conditional agreement to acquire the entire issued share capital of
Business Trade Media International Limited reflecting an enterprise
value of £10m subject to adjustment via a customary completion
accounts mechanism. The transaction was conditional on shareholder
approval as Business Trade Media International Limited was a
related party (by virtue of being indirectly owned by Mike Danson)
so had to be approved pursuant to s.190 of the Companies Act 2006.
The acquisition was not a related party transaction for the
purposes of the AIM Rules due to its size. A general meeting for
the purposes of obtaining shareholder approval for the acquisition
was held during August 2024. The bolt-on acquisition adds a number
of established digital media and industry news brands, which align
to our sector coverage, and brings an additional annual digital
audience of 4m business leaders and decision-makers and will help
accelerate the GlobalData 'Curve' Strategy. The deal completed on
30 August 2024. Since acquisition, total recharges from NSMGL in
relation to Business Trade Media International Limited were
£0.3m.
The transaction was overseen by
the independent Related Party Committee, who oversaw diligence and
valuation work to ensure that the transaction price reflected an
arms-length valuation. The committee concluded, with the aid of a
discounted cash flow and review of comparable market transaction
valuation metrics, that the price was fair and reflected a market
arms-length transaction.
Accommodation
During the year ended 31 December
2024, related party charges to the Group in respect of
accommodation totalled £0.1m (2023: £0.03m).
Corporate support
services
In 2024 net corporate support
charges of £0.1m were charged from NS Media Group Limited ("NSMGL")
and net corporate support charges of £0.1 were charged to Estel
Property Investments No.3 Limited ("Estel"), both companies are
related parties by virtue of common ownership (2023: £0.1m charge
from NSMGL and £0.1m charge to Estel). In both 2024 and 2023 the
corporate support charges consisted of a share of the India
management team cost, shared software costs and recharged salary
costs.
Sales distribution
NSMGL acted as a sales distributor
for some GlobalData products. On these transactions they charged
agent fees of £0.02m (2023: £0.2m).
Charity donations
During the year the Group paid
donations of £nil (2023: £0.04m) to charities in India which were
funded by a related party entity, The Danson Foundation (charity
reference 1121928). This was a pass-through transaction, with the
Group facilitating payment to charities in India.
Balances Outstanding
As at 31 December 2024, the total
balance receivable from NSMGL was £0.002m (2023: £nil). There is no
specific credit loss provision in place in relation to this
receivable and the total expense recognised during the period in
respect of bad or doubtful debts was £nil.
Related Party Transactions: Directors and Key Management
Personnel
Investment in SIA - Strategy In
Action Limited
On 4 June 2024, the Group made an
investment of 16.95% in the share capital of SIA - Strategy in
Action Limited ("SiA") for cash consideration of £4.0m, as
discussed further in note 13. The Group has representation on the
Board and Julien Decot is a common Non-Executive Director across
both the Group and SiA. Management have assessed that the Group
will exercise significant influence over SiA, therefore the
investment is accounted for using the equity method. The carrying
amount of the investment has been adjusted for the Group's share of
the post-acquisition profits or losses of SiA (totalling £0.04m
profit for the year ended 31 December 2024, which has been
recognised in the Group's profit or loss) plus the Group's share of
the post-acquisition change in other comprehensive income of SiA
(totalling £nil for the year ended 31 December 2024, which has been
recognised within other comprehensive income of the
Group).
Directors and Key Management
Personnel Remuneration
The remuneration of Directors is
disclosed within the Directors' Remuneration Report within the
Group's Annual Report and Accounts for the year ended 31 December
2024.
Balances Outstanding
There were no balances outstanding
in relation to Directors and Key Management Personnel as at 31
December 2024 (2023: £nil).
Related Party Transactions: Inflexion Private Equity Partners
LLP
Sale of 40% of Healthcare
Business
Completion of the sale of 40% of
the Group's Healthcare business resulted in the Group receiving
gross cash proceeds of £451.4m, of which £8.0m was recognised as a
related party loan due to Monument Bidco Limited (an Inflexion
investment company) at the point of completion which was then
capitalised during December 2024. As such, as at 31 December 2024,
there were no outstanding balances due to Monument Bidco
Limited.
In relation to completion of the
transaction, the Group settled fees to the Inflexion group of
companies totalling £11.4m, these have been included within the
transaction costs recognised directly in equity within the Group's
Consolidated Statement of Changes in Equity.
For the period post-completion of
the transaction and ending 31 December 2024, management fees
charged from the Inflexion group of companies to the Group totalled
£0.2m (2023: £nil).
Balances Outstanding
There were no balances outstanding
in relation to the Inflexion group of
companies as at 31 December 2024 (2023:
£nil).
Related Party Transactions: Other Related
Parties
Balances Outstanding
As at 31 December 2024, there was
an outstanding loan note due to the pre-existing management of the
Deallus group of companies amounting to £1.0m, generated as a
result of the Deallus acquisition which completed on 31 December
2024 (as discussed in note 13), this is repayable on 30 June 2025
and accrues interest at an annual rate of 12%.
15. Subsequent
events
On 18 December 2024, the Group
completed on two debt financing facilities (Healthcare and Non-Healthcare), which both comprised of 8
syndicate members, however as at 31 December 2024, one member was
outstanding to commit to the facilities. The final syndicate member joined the facility on 31 January
2025, bringing the total available Group
facility to £385.0m.
On 6 February 2025, the Group
announced its proposed move to the Main Market of the London Stock
Exchange, as discussed further within the Chief Executive's Review
on page 9.
On 6 February 2025, the Group also
announced an additional share buyback programme totalling
£50.0m.
On 7 March 2025, the Group
acquired the entire share capital of AI Palette Pte. Ltd for a
purchase price of $11.5m. AI Palette is an AI Powered consumer
insights platform offering an Innovation Intelligence solution to
the Consumer-packaged goods sector. Further detail is given in note
13.