WILMINGTON PLC

M&A Activity • Aug 16, 2013

National Storage Mechanism | Additional information

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RNS Number : 8372L

Wilmington Group Plc

16 August 2013

16th August 2013

Wilmington Group plc

Acquisition of Compliance Week further strengthens Wilmington's presence in the governance, risk and compliance market and establishes a significant operational base in North America

Wilmington Group plc, the provider of Information, Compliance and Education to professional markets ("Group" or "Wilmington") announces the acquisition of the trading assets and certain liabilities of Compliance Week ("Compliance Week"), the leading provider of governance , risk and compliance ("GRC") information and events for public companies and large enterprises primarily in the US. Compliance Week is being acquired from Haymarket Media Group for a net consideration of $11.215m in cash. Further deferred consideration of up to $3m is potentially payable in cash subject to Compliance Week achieving challenging profit growth targets in the financial year ended 30th June 2015.

The consideration and any deferred consideration will be financed out of the Group's existing £65m multicurrency debt facility and the acquisition is expected to be earnings enhancing in the first full year of ownership.

Compliance Week was established in 2002 and was acquired by Haymarket Media Group in June 2008. Compliance Week focuses on global regulatory and compliance issues related to financial reporting, regulatory enforcement, corporate governance, and enterprise risk management, from consumer privacy to data management. The acquisition further strengthens Wilmington's presence in the global GRC market and establishes a significant operational base in North America.

Approximately 50% of Compliance Week's revenue is derived from subscriptions, and a further 30% largely from annual conferences and events including their annual flagship event "Compliance Week Conference" described as "the Davos of Compliance".  The remainder of revenue relates to digital products, events and ebooks with approximately 10% of revenue generated from print based and advertising products. Just over 12% of Compliance Week's turnover is generated outside of the US and the acquisition will increase the proportion of Wilmington's revenue generated from international markets.

Revenue in the 12 months to 30 June 2013 for Compliance Week was $6.0m and underlying revenue growth over the last three years has been stable. The business has enjoyed overall renewal rates on its subscription base of over 80% and approximately 90% of total revenue is either delivered digitally or derived from events.

In the 12 months to 30th June 2013 Compliance Week made a profit before interest, amortisation and taxation of $1.95m*1 and had gross assets of $0.75m*1. At 30th June the value of the assets net of certain liabilities acquired resulted in a net liability of $0.8m*1.

The acquisition of Compliance Week is consistent with Wilmington's strategy of acquiring businesses with high repeat revenues and strong, cash generative income streams in the Group's key markets. The Business will form part of the Wilmington Banking & Compliance Division and will work closely with other Wilmington Group companies including Axco (insurance market regulation and compliance information) and the ICT compliance businesses, providing both with closer access to their North American customers and markets as well as opportunities for developing new revenue streams.   

*1 unaudited

Commenting on the acquisition Charlie Brady, Chief Executive of Wilmington Group, said "Compliance Week is a quality business that Wilmington has been watching closely for some time and we are delighted that they are joining the Wilmington Group. Compliance Week has a very experienced management team who collectively bring with them a wealth of knowledge and experience in the GRC market. The acquisition will also provide a base in North America to support our Axco and Banking & Compliance businesses in particular as well as positioning the Group to make further selective earnings enhancing acquisitions should the right opportunities arise."

For further information, please contact:
Wilmington Group plc Charles Brady, Chief Executive Tony Foye, Finance Director	020 7422 6800
FTI Consulting Charles Palmer	020 7831 3113

Notes to Editors

Wilmington Group plc is one of the UK's leading providers of Information, Compliance and Education for professional business markets. The Group provides business intelligence, information, training, education, events and support services for a variety of markets including the accountancy, banking, charities, financial services, healthcare, insurance, legal, and pensions sectors. Capitalised at approximately £150 million, Wilmington floated on the London Stock Exchange in 1995.

This information is provided by RNS

The company news service from the London Stock Exchange

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