31
July 2024
![](https://dw6uz0omxro53.cloudfront.net/3126406/581736ff-ab3a-4a8c-890d-d842c1eb9a59.png)
FOR
IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU)
AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK
MAR").
GlobalData
Plc
Half Year
Results
30 June
2024
Continued momentum in
earnings and Adjusted EBITDA margin at 41%
GlobalData Plc (AIM: DATA,
GlobalData, the Group), a leading data, analytics, and insights
platform, today publishes its results for the half year ended 30
June 2024 (HY24).
·
Continued improvement in Adjusted
EBITDA1 (£57.8m, +8%) and Adjusted EBITDA
margin1 (41%)
·
Underlying revenue1 growth of 5%, with
foreign exchange diluting total reported revenue growth to 3% at
£139.6m
·
Profit before tax grew by 13% to £26.9m (HY23:
£23.9m)
·
Inflexion 40% investment into our Healthcare
business is complete with gross cash proceeds of £451.4m
reshaping the Group Balance Sheet
·
Proposed acquisition of digital media and
industry news assets, and have completed a minority investment in
technology enabled solution provider
Mike Danson, Chief Executive Officer of GlobalData Plc,
commented: "We have started the year
well and remain confident in GlobalData's continued ability to
generate sustainable value for its stakeholders. Now in the first
year of our Growth Transformation Plan 2024-2026, we have been
laying the foundations for future success. We are exiting this
ramp-up phase of our ambitious plan in a strong position. We have
made several key senior hires across the business, implemented a
refreshed approach to customer proposition and invested in our
go-to-market approach, strengthening our sales and AI
resources.
We entered FY24 in a strong position with good traction in
subscription revenue and over 80% revenue visibility and remain on
track to deliver on our expectations for the full year. With the
investment from Inflexion now complete, combined with a highly
profitable, cash generative business model, we enter H2 in a strong
financial position able to pursue growth more aggressively through
organic and inorganic means, as we drive toward our target of £500m
annual revenue by the end of the three-year growth
plan."
Highlights
Financial results for the six
months ended 30 June 2024.
Key performance metrics
|
HY 2024
|
HY
2023
|
Growth
|
Underlying growth1
|
Revenue
|
£139.6m
|
£135.9m
|
+3%
|
+5%
|
Operating profit
|
£37.8m
|
£36.9m
|
+2%
|
|
Operating profit margin
|
27%
|
27%
|
+0pts
|
|
Adj. EBITDA
|
£57.8m
|
£53.5m
|
+8%
|
+12%
|
Adj. EBITDA margin
|
41%
|
39%
|
+2pts
|
|
Profit before tax (PBT)
|
£26.9m
|
£23.9m
|
+13%
|
|
Earnings per share
(EPS)
|
2.5p
|
2.2p
|
+14%
|
|
Adj. EPS1
|
3.8p
|
3.4p
|
+12%
|
|
Interim dividend
|
1.5p
|
1.4p
|
+7%
|
|
Invoiced Forward
Revenue1
|
£125.9m
|
£122.9m
|
+2%
|
+3%
|
Net cash/ (bank
debt)1
|
£188.3m
|
(£230.8m)
|
-182%
|
|
Financial Highlights
·
Good underlying revenue performance across the
Group.
o Total revenue growth of 3% at £139.6m (HY23:
£135.9m).
o Underlying revenue growth of 5% (HY23: 8%) underpinned by
high quality subscription revenue which represented 78% of total
revenues (HY23: 78%).
o Healthcare segment revenue at £53.7m (HY23: £50.5m),
non-Healthcare segment at £85.9m (HY23 £85.4m).
·
Continued Growth in Adjusted EBITDA, up 8% to
£57.8m (HY23: £53.5m).
o Adjusted EBITDA margin at 41% reflecting the continued impact
of our significant operational gearing (HY23: 39%).
o Healthcare segment Adjusted EBITDA at £30.3m (HY23: £27.6m),
non-Healthcare segment at £27.5m (HY23 £25.9m).
·
Profit before tax grew by 13% to £26.9m (HY23:
£23.9m).
·
Operating cash flow grew by 19% to £75.2m (HY23:
£63.0m), which reflects an operating cashflow conversion of 130%
(HY23 118%).
·
Invoiced Forward Revenue grew to £125.9m (30 June
2023: £122.9m), reflecting underlying growth of 3%.
·
Interim dividend of 1.5p (HY23: 1.4p).
Operational Highlights
·
Investment of
40% into the Healthcare business by Inflexion supports mid-term
strategic goals
o Gross proceeds of £451.4m to support organic growth and
value-creating M&A.
o Existing debt facilities fully settled and
extinguished.
o Group now in net cash position of £188.3m.
·
Significant
transformational progress against our Growth Transformation Plan
2024-26
o Customer
Obsession: Reorganisation into
three customer focused divisions - Healthcare, Consumer and
Technology - is well underway with Healthcare now fully operating
as its own segment. The early stages of the Growth Transformation
Plan have focused on building the foundations of the customer
focused divisional management teams and we have made significant
progress in bringing new talent into teams.
o World-Class
Product: Improving our product
through continued investment in Artificial Intelligence (AI)
transformation programme. Following successful clients trials of AI
Hub, we are now starting to roll out AI Hub across all clients and
we expect to see a significant impact in usability and client
experience as a result. As at July 2024, 29% of clients had access
to AI Hub (December 2023: 8%).
o Sales
Excellence: Good progress in
increasing sales capacity and capability, with 53 new positions
filled by the end of June, including senior leaders and major
client specialists.
o Operational
Agility: Investment in our People
function has accelerated as a core enabler of our growth
transformation strategy; new key hires and increased scale of
M&A team creating high performance culture. We have started to
deploy capital towards M&A and have entered into a conditional
agreement for a small acquisition to purchase digital media and
industry news assets for £10m (subject to customary adjustments),
and have completed a £4m minority investment in a tech enabled
solution provider.
Capital
allocation
·
Objective
continues to be to achieve long-term compounding growth and to
enhance shareholder value
o Completion of the Healthcare transaction gives us the
flexibility to launch a more ambitious approach to growth
investment across our portfolio.
o In this first year of our Growth Transformation Plan
2024-2026, we are continuing to invest in sales headcount, product
development and our wider AI transformation programme.
·
Remain committed
to progressive dividend policy, following rebase from H2
2024
o We intend to rebase the dividend payout from 1 July 2024
onwards (following the completion of the Healthcare transaction).
It is the intention to allocate most of the future free cash flow
generated by the Healthcare business towards M&A. The Group
will therefore allocate dividends from the remaining available free
cash flow, whilst also balancing the strategic M&A ambition of
the rest of the Group. H1 2024 interim dividend
unaffected.
o Following the rebase, which will be reflected in the final
2024 payout, the Group will maintain a progressive policy in future
years.
o Whilst maintaining a disciplined approach to capital
allocation, we will look to use some funds for further share
buybacks. Mechanism for share buybacks under review and could
include a tender offer of shares.
o On-market buyback of up to £10m launched today.
Current Trading and
Outlook
·
Well positioned to maintain strong and resilient
growth.
·
Following a strong first half performance and
continued momentum into H2, we remain on track to deliver results
in line with our expectations for FY24.
·
We remain on track to progress towards 45%
Adjusted EBITDA margin over the course of our 3-year plan and
maintain our ambition of high single to double-digit underlying
organic revenue growth, supplemented by strategic M&A to
surpass £500m annualised revenue.
Note 1: Defined in the
explanation of non-IFRS measures on page 14.
-ENDS-
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.
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.
Cautionary Statement
This interim statement has been
prepared solely to provide information to shareholders to assess
how the directors have performed their duty to promote the success
of the company.
The interim statement contains
certain forward-looking statements. These statements are made by
the directors in good faith based on the information available to
them up to the time of their approval of this report and such
statements should be treated with caution due to the inherent
uncertainties, including both economic and business risk factors,
underlying any such forward-looking information.
CHIEF EXECUTIVE'S REVIEW
2024 marks the start of our next
growth chapter. Following a detailed review of our growth
opportunity, we launched our new Growth Transformation Plan
2024-2026, which focuses on expanding our sales headcount, product development and our wider AI
transformation programme, as well as scaling up our M&A
ambitions. The transformative deal with
Inflexion, now complete, gives us the capital to significantly
expand GlobalData's scale and ability to accelerate
investment.
We entered 2024 with a clear
vision and a strong team ready to execute our new Growth
Transformation Plan. This will significantly expand GlobalData's
scale, speed up our growth and sustain value creation for our
shareholders. I'm pleased to report the year has started well. This
year is all about building on the good foundational work achieved
to date and we have made significant progress in launching the
Growth Transformation Plan, investing in our people and
infrastructure as well as the reorganisation required to begin to
execute on the plan.
HY24 performance and a transformative deal in our Healthcare
business
With continued strong performance
during the first half, we have continued to progress our Adjusted
EBITDA margin to 41% whilst also continuing to invest in a number
of initiatives to secure future growth. In HY24 revenue was £139.6m
(HY23: £135.9m), reflecting growth of 3%, with 5% underlying
growth.
Subscription revenue grew by 3%
and 5% on an underlying basis, which represents 78% of total
revenue (HY23: 78%). We continued to see consistent renewal rates
across our (>£20k) subscription clients, on a volume basis our
renewal rates were 83% (HY23: 83%). The
value renewal rate has reduced from 98% for the twelve months
ending June 2023 to 92% as at June 24, which is reflective of
slightly softer performance on price increases and upsell and cross
sell.
![](https://dw6uz0omxro53.cloudfront.net/3126406/576e7203-174a-46fd-9281-ff2e30b6a2a5.png)
We remain confident that our
platform is in a strong position to drive further margin
enhancement through organic and inorganic growth, with 45% Adjusted
EBITDA margin target and ambition for £500m of annualised revenue
by the end of 2026.
Following the announcement made on
21 December 2023 regarding the proposed investment by Inflexion
into GlobalData's Healthcare business, the transaction is now
complete and the Group has received gross cash proceeds of £451.4m.
This is a key milestone and gives us the flexibility to launch a
more ambitious approach to investment across our portfolio and
accelerate the execution of our Growth Transformation
Plan.
Furthermore, on completion of this
transaction the Group's existing debt facilities were fully settled
and extinguished, leaving GlobalData with a net cash balance sheet
providing additional flexibility for accelerated value-creating
M&A activity.
Executing our Growth Transformation Plan
In this first year of our Growth
Transformation Plan 2024-2026, we will continue to invest in sales
headcount, product development and our wider AI transformation
programme.
Building on our success to date,
and with multiple levers for growth, during the first half we have
continued to focus on our key growth pillars: Customer Obsession,
World-Class Product, Sales Excellence and Operational
Agility.
We are currently in the process of
creating a new customer focused divisional structure, with
Healthcare now operating as its own segment. We believe that
re-emphasising our customer obsession is the key enabler for
sustainable value creation performance, as we get even closer to
our customers and user workflows; target a material organic growth
opportunity, adopt transformational AI, and continue investing in
our people and transformational M&A.
Investment in our People has
accelerated as a core enabler of our growth transformation
strategy. Investments have included increasing the recruitment
capability and capacity, bringing in additional expertise in our
sales teams, and creating high performance culture. In line with
our commitment to expand our front-line sales teams by more than
150 additional salespeople during the Growth Transformation Plan,
we've made progress by increasing the sales capacity and capability
to 53 new positions filled by the end of June as well as hiring a
Head of Sales Enablement.
As we recalibrate the business to
focus on key customer focused divisions, we've made a number of
senior hires and created new roles to lead our Healthcare and other
divisions. In addition, a number of strategic and major accounts
managers were hired across the Group to drive the execution of our
plan and build customer relationships including Chief Operating
Officer and Chief Revenue Officer roles within the business. In
addition to pursuing organic growth, we also remain focused on
value-enhancing M&A opportunities and have increased the scale
of our M&A team through a number of new hires.
The AI landscape is moving
quickly, and we are well-placed to capitalise on the emerging
growth opportunities through our continued investment spread across core product enhancements and AI capability.
During the first half, we have particularly focused on enhancing
and expanding our proprietary data offering. We are excited
about the opportunities that Generative AI brings when we combine
our proprietary datasets with this increasingly powerful
technology.
Progress during the half year has
been made against our four strategic pillars:
1) Customer Obsession remains our number
one priority
Customer Obsession remains our
number one priority and is central to our strategy. Through the
Growth Transformation Plan, we are pivoting towards market-led
divisions and are building individual management teams to drive
execution of the plan.
Building stronger relationships
with our customers is key to bringing value-enhancing revenue to
the business. We have set a target to increase the volume of
renewal rates to more than 90% over the medium term, having
delivered 83% in HY24 (HY23: 83%).
The frequency and quality of
client engagement across our divisions is in focus. We've set
ourselves a target to increase our analyst-client interactions to
more than 30,000 in 2024, and consultant-client interactions to
more than 20,000 in 2024. As of June 30, the number of
analyst-client interactions was approximately 11,500 (an increase
of 31% compared with the HY23).
Our reorganisation is also
underpinned by the move to a solution-based sales model, where the
combination of our AI capability and proprietary data enables us to
provide comprehensive intelligence solutions to our customers more
quickly and efficiently. Through the use of AI tracking sales calls
- we can now; better understand customer interaction, coach
customer teams, personalise the selling process and enable
coordination across teams. This approach also helps us target
specific client requests and offer tailored recommendations driving
customer success.
This combination of AI and human
expertise is what continues to set us apart from our
peers.
2) Continued focus on investment in product
development and AI capability
In the first half of this year, we
have continued our investment in core
product enhancements and focused on the
expansion of AI coverage. In particular,
we have continued investing in our proprietary data
offering.
Our AI transformation programme is
underpinned by a comprehensive strategy
and product roadmap to improve productivity and enhance customer
experience. Our upskilling programmes are
well underway with AI training sessions tailored to functional
roles. We have introduced a foundational AI program to create a
unified understanding of AI across the business. This equips
employees to use AI in daily tasks, improve productivity, enhance
customer experiences, and better understand AI's role for our
customers. Phase 1 of the AI training program has seen positive
engagement and phase 2 is set to launch in the second half of 2024,
continuing our commitment to AI education and
application.
We maintain our commitment to have
300 AI experts employed by GlobalData by 2025.
Following the successful beta
trial of AI Hub, we are now starting to roll out AI Hub across all
clients and we expect to see a significant impact in usability and
client experience as a result. As at July 2024, 29% of clients had
access to AI Hub (December 2023: 8%).
Our competitive differentiation is
a key value driver, and through ongoing innovation we will continue
investing in our product and data sets.
3) Maintaining our sales excellence to
drive organic growth
As we reorganise the business, our
sales teams are also being recalibrated to capture the significant
market opportunity through our organic value creation plan. Our
ambition is to drive the increase in the volume renewal rates
towards our 90% target. As at 30 June, our volume renewal rates are
at 83% (HY23: 83%). We are also relying on AI to optimise our
internal processes, including our renewals workflow. Embedding AI
tools into the renewal workflow provides a customer health
scorecard, making the renewal process more efficient.
We are making significant
investments in our sales talent, focusing on scaling, and
developing strategic and major account capabilities to strengthen
relationships with our most important customers. In the first half
of 2024, we have added 53 new sales positions. Our investment in
sales hiring will continue through the second half of the year,
further enhancing our sales capabilities and customer
relationships. We maintain our target of hiring more than 150
additional salespeople during the Growth Transformation
Plan.
We continue to invest in our
GlobalData curve strategy, aimed at brand enhancement and increased
engagement with our clients and prospects across the GlobalData
assets. The proposed acquisition of Business Trade Media International Limited will further
accelerate our capability in this area, giving us access to a
greater audience across our vertical coverage.
4) Maintaining our operational agility
through strategic M&A
The completed investment by
Inflexion in our Healthcare business provides us with the ability
and firepower to support strategic, value-enhancing acquisitions
across the three business divisions. With gross cash proceeds of
£451.4m received, we will ensure the business remains appropriately
invested for sustainable growth and opportunistic M&A and
investment activity.
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 is conditional on shareholder
approval as Business Trade Media International Limited is a related
party so must be approved pursuant to s.190 of the Companies Act
2006. The acquisition is not a related party transaction for the
purposes of the AIM Rules due to its size. A circular convening a
general meeting for the purposes of obtaining shareholder approval
for the acquisition will be posted shortly. 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 is expected to complete on 30 August
2024.
In support of GlobalData's Growth
Transformation Plan, the Group has launched a Venture programme
("GlobalData Ventures"), with the ambition to shape the future of
information services by supporting early-stage growth businesses,
establishing strategic partnerships and joint ventures, and
incubating nascent product ideas.
Driven by a passion for the
opportunities that are being unlocked from the convergence of data,
people, and technology - particularly AI - and how this will
transform daily productivity across every industry and function,
the objective is to deliver financial and strategic value to the
GlobalData Group, as well as the partners and portfolio companies
we work with, in support of better serving our respective markets
and customers.
Focusing on B2B data and software
businesses, GlobalData Ventures will back talented, ambitious
entrepreneurs and management teams who have the drive to disrupt
markets and build category leaders. As entrepreneurs and operators
that have lived and breathed the journey of owning and growing
information services businesses, we have a compelling and distinct
proposition.
As part of this programme, we are
pleased to announce that we have secured a strategic partnership,
minority stake, and Board position in SIA - Strategy in Action
Limited (SiA), an innovative solution designed to empower
organisations to formulate and execute successful business
strategies, underpinned by a cutting-edge strategy workflow
product.
Update on capital allocation and
use of proceeds
![](https://dw6uz0omxro53.cloudfront.net/3126406/6ab25870-c95b-4a84-b11c-fdafb3769e19.jpg)
GlobalData's objective continues
to be to achieve long-term compounding growth and to enhance
shareholder value. Completion of the Healthcare transaction gives
us the flexibility to launch a more ambitious approach to growth
investment across our portfolio. In this first year of our Growth
Transformation Plan 2024-2026, we are continuing to invest in sales
headcount, product development and our wider AI transformation
programme. Furthermore, on completion of the Transaction, the
Group's existing debt facilities were fully settled and
extinguished, leaving the Group with a net cash balance sheet
representing additional flexibility for accelerated value-creating
M&A activity across the Group.
In order to support longer term
liquidity for M&A, as well as the cash funds received from the
Healthcare transaction, we are also in an advanced process to enter
into new debt facilities (undrawn on signing), to maintain our
firepower and ability to execute on significant M&A as we move
forwards.
The Board remains committed to its
progressive dividend policy, as a demonstration of its commitment
to good financial discipline and careful stewardship. To reflect
the impact of the Healthcare transaction, the dividend will be
rebased from 1 July 2024, following the completion of the
Healthcare transaction, and a progressive policy applied in future
years, taking into account growth in profitability, free cash flow
performance as well as investment and M&A
opportunity.
ESG
As a further demonstration of our
commitment to creating an ethical and sustainable business, our
near term and Net Zero targets have been validated and were
published by SBTi in June, and we are progressing with actions to
meet those targets. As part of this, 93% of energy purchased for
our offices, where we have the ability to directly select our
energy supplier, now comes from green sources and we expect that
this will be 100% by the end of 2024.
Following the appointment of our
Chief People Officer (CPO) in January, we are enhancing our
commitment to investing in our people as a core component of our
growth transformation strategy. This includes evolving into a
divisionally aligned business with key talent leading each market
segment, strengthening our leadership capabilities.
In the first half of the year, we
concentrated on acquiring the right skills and capabilities to
drive our business forward. In the second half, we will embed these
skills and launch further initiatives to continue our growth and
development.
Our
Colleagues
In this challenging macroeconomic
environment, we are proud to have such dedicated colleagues whose
continued focus and expertise are the driving force behind our
success. As we continue to invest in our people's development,
building new skillsets critical to our growth, particularly in AI,
and enabling our colleagues to accelerate the speed at which we
execute our Growth Transformation Plan, will be
key.
We are confident that FY24 will be
a year of further operational achievements and milestones, and I
would like to thank all our team members for their continued effort
to make GlobalData the source of "gold standard" data for our
customers. I would also like to welcome our new colleagues who
joined the Company this year. As we re-organise our business into
customer focused divisions, I am confident that their expertise
will prove invaluable in shaping the future of GlobalData in this
new chapter.
Current Trading and Outlook
Looking ahead, we are well
positioned to maintain strong and resilient growth. Our Growth
Transformation Plan and investment from Inflexion will accelerate
sustainable growth, and we are entering H2 from a position of
strength.
Following a strong first half
performance and continued momentum into H2, we remain on track to
deliver results in line with our expectations for FY24. During the
half we have made some key hires to strengthen our team and with
the additional firepower received from our Inflexion deal this
provides the Board with confidence as we focus on stepping up over
the next three years of the plan.
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.
Our M&A pipeline is robust,
and we remain focused on identifying assets with the right cultural
characteristics and growth opportunity to maximise value
creation.
Mike Danson
Chief Executive Officer
31 July 2024
FINANCIAL REVIEW
£m
|
Unaudited 6 months
to
June 2024
|
Unaudited 6 months
to
June 2023
|
Revenue
|
139.6
|
135.9
|
Operating profit
|
37.8
|
36.9
|
Adjusting items
|
|
|
Depreciation
|
2.9
|
3.2
|
Amortisation of acquired
intangible assets
|
4.3
|
4.7
|
Amortisation of
software
|
0.9
|
0.7
|
Share-based payments
charge
|
9.6
|
9.7
|
Restructuring and refinancing
costs
|
2.5
|
0.4
|
Revaluation loss/(gain) on short-
and long-term derivatives
|
0.2
|
(1.7)
|
Unrealised operating foreign
exchange gain
|
(0.4)
|
(1.7)
|
M&A and contingent
consideration costs
|
-
|
1.3
|
Adjusted EBITDA
|
57.8
|
53.5
|
Adjusted EBITDA
margin1
|
41%
|
39%
|
|
|
|
Profit before tax
|
26.9
|
23.9
|
Amortisation of acquired
intangible assets
|
4.3
|
4.7
|
Share-based payments
charge
|
9.6
|
9.7
|
Restructuring and refinancing
costs
|
2.5
|
0.4
|
Revaluation loss/(gain) on short-
and long-term derivatives
|
0.2
|
(1.7)
|
Unrealised operating foreign
exchange gain
|
(0.4)
|
(1.7)
|
M&A and contingent
consideration costs
|
-
|
1.3
|
Revaluation of interest rate
swap
|
(2.8)
|
-
|
Adjusted profit before tax
|
40.3
|
36.6
|
Adjusted income tax
expense1
|
(8.3)
|
(8.7)
|
Adjusted profit after tax
|
32.0
|
27.9
|
Allocated to equity holders of the parent
|
30.7
|
27.9
|
Allocated to non-controlling interest
|
1.3
|
-
|
|
|
|
Cash flow generated from operations
|
75.2
|
63.0
|
Interest paid
|
(12.3)
|
(12.1)
|
Income taxes paid
|
(17.2)
|
(2.7)
|
Contingent consideration
paid
|
(0.5)
|
(0.2)
|
Principal elements of lease
payments
|
(2.9)
|
(2.4)
|
Purchase of intangible and
tangible assets
|
(3.1)
|
(1.9)
|
Free cash flow1
|
39.2
|
43.7
|
Operating cash flow conversion
%1
|
130%
|
118%
|
Free cash flow conversion
%1
|
97%
|
119%
|
|
|
|
Earnings attributable to equity holders:
|
|
|
Basic earnings per share
(pence)
|
2.5
|
2.2
|
Diluted earnings per share
(pence)
|
2.5
|
2.2
|
Adjusted basic earnings per share
(pence)
|
3.8
|
3.4
|
Adjusted diluted earnings per
share (pence)
|
3.8
|
3.4
|
|
|
|
|
| |
1 Defined in the explanation of non-IFRS measures on page
14.
The financial position and
performance of the business are reflective of the core 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.
Revenue
Underlying revenue grew by of 5%,
which was partially offset by movements in foreign exchange
resulting in total revenue growth of 3% to £139.6m (HY 2023:
£135.9m). Subscription revenue (representing 78% of revenue, 2023;
78%) grew by 3% underpinned by underlying growth of 5%.
The volume renewal rate (measured
over the last twelve months) has remained consistent at 83% (HY 23:
83%) for clients spending >£20k, however the value renewal rate
has reduced from 98% for the twelve months ending June 2023 to 92%
as at June 24, which is reflective of slightly softer performance
on price increases and upsell and cross sell.
Other revenue was 1% down in the
first half (4% underlying growth), which was impacted by a decline
in H1 delivery of non-Healthcare consulting projects versus HY23.
However, demand and pipeline for consulting projects look healthy
for the second half.
£m
|
HY 2024
|
HY
2023
|
Growth
|
Revenue
|
139.6
|
135.9
|
+3%
|
Add back currency
movements
|
2.7
|
-
|
|
Underlying Revenue
|
142.3
|
135.9
|
+5%
|
£m
|
HY 2024
|
HY
2023
|
Growth
|
Data, Analytics and Insights:
Healthcare
|
53.7
|
50.5
|
+6%
|
Data, Analytics and Insights:
Non-Healthcare
|
85.9
|
85.4
|
+1%
|
Total
|
139.6
|
135.9
|
+3%
|
Invoiced Forward Revenue
Invoiced Forward Revenue grew from
£122.9m as at 30 June 2023 to £125.9m as at 30 June 2024. Invoiced
Forward Revenue is a major component of our significant revenue
visibility for the forthcoming period.
£m
|
30 June
2024
|
30 June
2023
|
Deferred revenue
|
121.3
|
117.5
|
Amounts not due/subscription not
started at 30 June
|
4.6
|
5.4
|
Invoiced Forward Revenue
|
125.9
|
122.9
|
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
period reduced revenue by £2.7m, which mainly reflected Sterling
weakness against US Dollar over the last 12 months (compared with
the 12 months prior to June 2023).
£m
|
Revenue
|
Net operating
costs1
|
Adjusted
EBITDA
|
Adjusted EBITDA
Margin
|
Invoiced Forward
Revenue
|
Reported
|
139.6
|
(81.8)
|
57.8
|
41%
|
125.9
|
Add back currency movements
|
|
|
|
|
|
US Dollar
|
2.1
|
(0.9)
|
1.2
|
|
1.0
|
Euro
|
-
|
-
|
-
|
|
(0.0)
|
Other
|
0.6
|
0.2
|
0.8
|
|
0.2
|
Constant currency
|
142.3
|
(82.5)
|
59.8
|
42%
|
127.1
|
2023 Reported
|
135.9
|
(82.4)
|
53.5
|
36%
|
122.9
|
Constant currency growth2
|
+5%
|
-
|
+12%
|
+6pts
|
+3%
|
1 Net operating costs is defined as operating expenses, losses
on trade receivables and other income excluding depreciation,
amortisation of software and adjusting items (see note 7).
2 Defined in the explanation of non-IFRS measures on page
14.
Profit before tax
Profit before tax for the year
grew by £3.0m to £26.9m (HY 2023: £23.9m), which reflects the
operating leverage which has driven an increase in Adjusted EBITDA
of £4.3m to £57.8m (HY 2023: £53.5m) as well as a reduction in
finance charges, partly offset with increases in other operating
costs.
Adjusted EBITDA
Adjusted EBITDA increased by 8% to
£57.8m (HY 2023: £53.5m). The growth in Adjusted EBITDA was driven
by our revenue growth and our ability to control our relatively
fixed cost base. We have an established operating cost base and
despite significant investments in our people, we have been able to
absorb the resulting increases by finding other efficiencies in our
cost base, our overall adjusted EBITDA margin increased by 2
percentage points to 41% (HY 2023: 39%).
£m
|
Healthcare
|
Non-Healthcare
|
HY 2024
|
HY
2023
|
Growth
|
HY 2024
|
HY
2023
|
Growth
|
Revenue
|
53.7
|
50.5
|
+6%
|
85.9
|
85.4
|
+1%
|
Operating costs
|
(23.4)
|
(22.9)
|
+2%
|
(58.4)
|
(59.5)
|
-2%
|
Adjusted EBITDA
|
30.3
|
27.6
|
+10%
|
27.5
|
25.9
|
+6%
|
Adjusted EBITDA Margin
|
56%
|
55%
|
+1pt
|
32%
|
30%
|
+2pts
|
Finance costs
Net finance costs have decreased
by £2.1m to £10.9m (HY 2023: £13.0m), including IFRS16 leases
interest cost of £0.5m (HY 2023: £0.6m). The reduction is as a
result of the gain on the revaluation of interest rate swap
totalling £2.8m during the period (HY 2023: £nil). The cash paid in
interest in HY 2024 was £12.3m (HY 2023: £12.1m).
Adjusting items
Adjusting items (detailed in note
7) totalled £16.2m during the period (HY 2023: £12.7m). Significant
items include:
· Share based payment charge totalling £9.6m (HY 2023:
£9.7m).
· Restructuring costs of £2.4m were incurred, with £1.3m
relating to group restructuring associated with the 40% disposal of
the Healthcare business and £1.1m relating to other group
restructuring.
· Revaluation gain on short- and long-term derivatives and
unrealised operating foreign exchange contributed a total gain in
the first half of £0.2m (HY 2023 £3.4m gain). This is a result of
fluctuations in currency exchange rates.
Leases
Within our operating costs,
depreciation in relation to right-of-use assets was £2.4m (HY 2023:
£2.5m). Our net finance costs include interest of £0.5m in relation
to lease liabilities (HY 2023: £0.6m).
Taxation
The interim period income tax
expense has been calculated using the forecast effective tax rate
that would be applicable to expected total annual earnings, i.e.
the estimated average annual effective income tax rate applied to
the pre-tax income of the interim period. To the extent
practicable, where different income tax rates apply to different
categories of income, a separate rate has been used for each
individual category of interim period pre-tax
income.
Using this approach, the overall
annual effective income tax rate is currently forecast to be 29.9%
(HY 2023: 26.5%). This broadly represents the blended corporation
tax rate for FY 2024 in the UK of 25.0% adjusted for the higher
rates of overseas tax in the jurisdictions where the Group operates
(3.5%) and expenses which are not deductible for tax purposes
(1.4%).
A standard rate of corporation tax
has been applied in each jurisdiction to interim items affecting
taxable income because of the Inflexion investment into the
Healthcare business. This is due to the nature, size, and incidence
of the transaction.
Reconciliation of statutory income
tax charge to adjusted income tax charge is presented
below:
£m
|
HY 2024
|
HY
2023
|
Statutory income tax
charge
|
6.0
|
6.1
|
Amortisation of acquired
intangible assets
|
1.0
|
1.0
|
Share-based payments
charge
|
2.1
|
2.5
|
Restructuring and refinancing
costs
|
0.1
|
-
|
Unrealised operating foreign
exchange gain
|
(0.1)
|
(0.9)
|
Revaluation of interest rate
swap
|
(0.8)
|
-
|
Adjusted income tax
charge
|
8.3
|
8.7
|
Earnings per share
Basic EPS was 2.5 pence per share
(HY 2023: 2.2 pence per share). Diluted EPS was 2.5 pence per share
(HY 2023: 2.2 pence per share).
Adjusted EPS grew from 3.4 pence
per share to 3.8 pence per share, representing 12% growth. Adjusted
diluted EPS grew from 3.4 pence per share to 3.8 pence per share,
representing 12% growth.
Dividends
We are pleased to declare an
interim dividend of 1.5 pence per share (HY 2023: 1.4 pence), an
increase of 7%, reflective of our pre-existing progressive dividend
policy. The Board has deemed it appropriate that from 1 July 2024,
that under its capital allocation strategy going forwards, the
Group will rebase the dividend payout to channel more free cash
flow towards M&A. The interim dividend will be paid on 4
October 2024 to shareholders on the register at the close of
business on 6 September 2024. The ex-dividend date will be on 5
September 2024.
Reconciliation of net bank debt
The Group defines net bank debt as
short- and long-term borrowings less cash and cash equivalents. The
amount excludes items related to leases.
£m
|
30 June
2024
|
30 June
2023
|
Short- and long-term
borrowings
|
-
|
(258.9)
|
Cash
|
188.3
|
28.1
|
Net cash/ (bank debt)
|
188.3
|
(230.8)
|
A reconciliation of cash generated
from operations, free cash flow and opening and closing net bank
debt is set out below.
£m
|
Period
ended
30 June
2024
|
Period
ended
30 June
2023
|
Growth
|
Cash flow generated from operations
|
75.2
|
63.0
|
+19%
|
Interest paid
|
(12.3)
|
(12.1)
|
+2%
|
Income taxes paid
|
(17.2)
|
(2.7)
|
+537%
|
Contingent
consideration
|
(0.5)
|
(0.2)
|
150%
|
Principal elements of lease
payments
|
(2.9)
|
(2.4)
|
21%
|
Purchase of intangible and
tangible assets
|
(3.1)
|
(1.9)
|
+63%
|
Free cash flow
|
39.2
|
43.7
|
-10%
|
Dividends paid
|
(25.7)
|
(20.8)
|
+24%
|
Net M&A
|
(4.0)
|
-
|
+100%
|
Receipt of loan from related
party
|
8.0
|
-
|
-100%
|
Proceeds from disposal of
non-controlling interest
|
443.4
|
-
|
-100%
|
Transaction costs recognised
directly in equity
|
(3.8)
|
-
|
+100%
|
Acquisition of own
shares
|
(23.4)
|
(2.6)
|
+800%
|
Net cash flow
|
433.7
|
20.3
|
+2,036%
|
Opening net bank debt
|
(243.9)
|
(249.6)
|
-2%
|
Non-cash movement in
borrowings
|
(1.3)
|
(0.3)
|
+333%
|
Currency translation
|
(0.2)
|
(1.2)
|
-83%
|
Closing cash/ (net bank debt)
|
188.3
|
(230.8)
|
-182%
|
Last 12 months Adjusted
EBITDA1
|
115.1
|
100.9
|
+14%
|
Net bank debt leverage
|
1.6x
|
-2.3x
|
+3.9x
|
1Reflects 12 month rolling Adjusted EBITDA results.
£115.1m reconciles as H2 2023 (£57.3m) and H1
2024 (£57.8m), £100.9m reconciles as H2 2022 (£47.4m) and H1 2023
(£53.5m).
Cash generated from operations
grew by 19% to £75.2m (HY 2023: £63.0m), representing 130% of
Adjusted EBITDA (HY 2023: 118%). We typically expect operating cash
flow to be in excess of 100% of Adjusted EBITDA over the full
financial year.
Capital expenditure was £3.1m
during the period (HY 2023: £1.9m). Capital expenditure represented
2.2% of revenue (HY 2023: 1.4%).
Free cash flow decreased by 10% to
£39.2m, reflecting an increase in taxes paid as a result of the
restructure required to effect the Healthcare transaction. An
equivalent deferred tax asset offset the taxes paid and therefore
the income statement charge remained consistent with the prior
year. Free Cash Flow represented 97% of Adjusted Profit Before Tax
(HY 2023: 119%).
Year on year, net cash increased
to £188.3m as at 30 June 2024 (30 June 2023: net bank debt of
£230.8m). Net bank debt to Adjusted EBITDA leverage at 30 June 2024
was 1.6x, up from -2.3x last year and up from -2.2x as at 31
December 2023.
Explanation of non-IFRS Measures
Financial measure
|
How we define it
|
Why we use it
|
Adjusted diluted EPS
|
Adjusted profit after tax
attributable to equity holders of the parent per diluted share
(reconciliation between statutory profit and adjusted profit shown
on page 9). 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 9).
|
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
operating profit on page 9.
|
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
13.
|
Adjusted EBITDA margin
|
Adjusted EBITDA as a percentage of
revenue. This is calculated on page 9.
|
Adjusted EPS
|
Adjusted profit after tax
attributable to equity holders of the parent per share
(reconciliation between statutory profit and adjusted profit shown
on page 9).
|
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 expense on page 12.
|
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 and the impact of foreign exchange contracts. This
is reconciled to profit before tax on page 9.
|
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 11 for
revenue, operating costs, Adjusted EBITDA, Adjusted EBITDA margin
and Invoiced 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 9.
|
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 9.
|
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
10.
|
Acts as an indication of revenue
visibility for the forthcoming period.
|
Net bank debt
|
Short and long-term borrowings
(excluding lease liabilities) less cash and cash equivalents. This
is reconciled on page 12.
|
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 13.
|
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 13.
|
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
9.
|
Indicates the extent to which the
Group generates cash from Adjusted EBITDA.
|
Underlying growth
|
Underlying growth is calculated by
excluding the impact of movement in exchange rates and the results
of acquired businesses, based upon the comparative period prior to
acquisition. Underlying revenue is reconciled to reported revenue
on page 10.
Underlying Adjusted EBITDA and underlying invoiced forward revenue
are reconciled to reported amounts on page 11.
|
The reason we use 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.
|
|
|
|
Responsibility Statement
We confirm that to the best of our
knowledge:
a) the consolidated interim
financial statements have been prepared in accordance with the
United Kingdom adopted International Accounting Standard 34,
"Interim Financial Reporting";
b) the consolidated interim
financial statements, which have been prepared in accordance with
the applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the issuer, or the undertakings included in the
consolidation as a whole as required by DTR 4.2.4R;
c) the interim management report
includes a fair review of the information required by DTR 4.2.7R,
namely;
i. an indication of important
events that have occurred during the first six months of the
financial year and their impact on the consolidated interim
financial statements; and
ii. a description of the principal
risks and uncertainties for the remaining six months of the
financial year.
d) the interim management report
includes, as required by DTR 4.2.8R, a fair review of material
related party transactions that have taken place in the first six
months of the financial year and any material changes in the
related-party transactions described in the Annual Report and
Accounts for the year ended 31 December 2023 that could have a
material effect on the financial position or performance of the
enterprise in the first six months of the current financial
year.
Approved by the Board on 31 July
2024 and signed on its behalf by:
Mike Danson
Chief Executive
Independent review report to GlobalData Plc
Conclusion
We have been engaged by the
Company to review the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 June 2024
which comprises the consolidated income statement, consolidated
statement of comprehensive income, consolidated statement of
financial position, the consolidated statement of changes in
equity, the consolidated statement of cash flows and related notes
1 to 14.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 30 June 2024 is not prepared, in all material
respects, in accordance with United Kingdom adopted International
Accounting Standard 34 and the AIM Rules of the London Stock
Exchange.
Basis for Conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410 "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Financial
Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A
review of interim financial information consists of making
inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 1, the annual
financial statements of the group will be prepared in accordance
with United Kingdom adopted international accounting standards. The
condensed set of financial statements included in this half-yearly
financial report has been prepared in accordance with United
Kingdom adopted International Accounting Standard 34, "Interim
Financial Reporting".
Conclusion Relating to Going Concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately
disclosed.
This conclusion is based on the
review procedures performed in accordance with this ISRE (UK) 2410,
however future events or conditions may cause the entity to cease
to continue as a going concern.
Responsibilities of the directors
The directors are responsible for
preparing the half-yearly financial report in accordance with the
AIM rules of the London Stock Exchange.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
group's ability to continue as a going concern, disclosing as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the half-yearly
financial report, we are responsible for expressing to the group a
conclusion on the condensed set of financial statement in the
half-yearly financial report. Our conclusion, including our
Conclusions Relating to Going Concern, are based on procedures that
are less extensive than audit procedures, as described in the Basis
for Conclusion paragraph of this report.
Use of our report
This report is made solely to the
company in accordance with ISRE (UK) 2410. Our work has been
undertaken so that we might state to the company those matters we
are required to state to it in an independent review report and for
no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company,
for our review work, for this report, or for the conclusions we
have formed.
Deloitte LLP
Statutory Auditor
London, England
31 July 2024
Consolidated Income Statement
|
Notes
|
|
6 months to 30 June
2024
Unaudited
|
6 months
to 30 June
2023
Unaudited
|
Continuing operations
|
|
|
£m
|
£m
|
Revenue
|
5
|
|
139.6
|
135.9
|
Operating expenses
|
6
|
|
(101.8)
|
(98.2)
|
Losses on trade
receivables
|
6
|
|
(0.2)
|
(1.3)
|
Other income
|
|
|
0.2
|
0.5
|
Operating profit
|
|
|
37.8
|
36.9
|
Net finance costs
|
8
|
|
(10.9)
|
(13.0)
|
Profit before tax
|
|
|
26.9
|
23.9
|
Income tax expense
|
3
|
|
(6.0)
|
(6.1)
|
Profit for the period
|
|
|
20.9
|
17.8
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
Equity holders of the
parent
|
|
|
20.1
|
17.8
|
Non-controlling interest
|
|
|
0.8
|
-
|
|
|
|
|
|
Earnings per share attributable to equity holders of the
parent:
|
|
|
|
|
Basic earnings per share
(pence)
|
9
|
|
2.5
|
2.2
|
Diluted earnings per share
(pence)
|
9
|
|
2.5
|
2.2
|
|
|
|
|
|
Reconciliation to Adjusted EBITDA:
|
|
|
|
|
Operating profit
|
|
|
37.8
|
36.9
|
Depreciation
|
|
|
2.9
|
3.2
|
Amortisation of
software
|
|
|
0.9
|
0.7
|
Adjusting items
|
7
|
|
16.2
|
12.7
|
Adjusted EBITDA
|
|
|
57.8
|
53.5
|
The accompanying notes form an
integral part of this financial report.
Consolidated Statement of Comprehensive
Income
|
|
6 months to 30 June
2024
Unaudited
|
6 months
to
30 June
2023
Unaudited
|
|
|
£m
|
£m
|
Profit for the period
|
|
20.9
|
17.8
|
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
|
|
-
|
8.0
|
Cash flow hedge - reclassification
to profit or loss
|
|
-
|
0.4
|
Net exchange losses on translation
of foreign entities
|
|
(0.2)
|
(1.2)
|
Other comprehensive
(losses)/gains, net of tax
|
|
(0.2)
|
7.2
|
Total comprehensive income for the period
|
|
20.7
|
25.0
|
|
|
|
|
Attributable to:
|
|
|
|
Equity holders of the
parent
|
|
19.7
|
25.0
|
Non-controlling interest
|
|
1.0
|
-
|
The accompanying notes form an
integral part of this financial report.
Consolidated Statement of Financial
Position
|
Notes
|
|
30 June
2024
Unaudited
|
31
December
2023
Audited
|
|
|
|
£m
|
£m
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
|
|
24.3
|
26.6
|
Goodwill
|
10
|
|
311.1
|
311.1
|
Other intangible assets
|
10
|
|
59.2
|
61.7
|
Investments
|
|
|
4.0
|
-
|
Deferred tax assets
|
|
|
27.0
|
3.4
|
|
|
|
425.6
|
402.8
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
|
|
64.5
|
69.2
|
Current tax receivable
|
|
|
-
|
-
|
Short-term derivative
assets
|
|
|
0.2
|
0.5
|
Cash and cash
equivalents
|
|
|
188.3
|
19.8
|
|
|
|
253.0
|
89.5
|
Total assets
|
|
|
678.6
|
492.3
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
|
(64.0)
|
(32.4)
|
Deferred revenue
|
|
|
(121.3)
|
(104.6)
|
Short-term lease
liabilities
|
11
|
|
(3.6)
|
(4.3)
|
Current tax payable
|
|
|
(13.8)
|
(2.8)
|
Short-term derivative
liabilities
|
|
|
-
|
(0.1)
|
Short-term provisions
|
|
|
(0.1)
|
(0.1)
|
|
|
|
(202.8)
|
(144.3)
|
Net current liabilities
|
|
|
50.2
|
(54.8)
|
Non-current liabilities
|
|
|
|
|
Long-term provisions
|
|
|
(1.5)
|
(1.4)
|
Deferred tax liabilities
|
|
|
(2.1)
|
(0.9)
|
Long-term derivative
liabilities
|
|
|
-
|
(2.8)
|
Long-term lease
liabilities
|
11
|
|
(19.7)
|
(21.4)
|
Long-term borrowings
|
11
|
|
-
|
(263.7)
|
|
|
|
(23.3)
|
(290.2)
|
Total liabilities
|
|
|
(226.1)
|
(434.5)
|
Net assets
|
|
|
452.5
|
57.8
|
Equity
|
|
|
|
|
Share capital
|
12
|
|
0.2
|
0.2
|
Treasury reserve
|
12
|
|
(75.1)
|
(65.4)
|
Other reserve
|
12
|
|
(44.3)
|
(44.3)
|
Foreign currency translation
reserve
|
12
|
|
(1.4)
|
(2.0)
|
Retained profit
|
12
|
|
572.3
|
169.3
|
Equity attributable to equity holders of the
parent
|
|
|
451.7
|
57.8
|
Non-controlling interest
|
12
|
|
0.8
|
-
|
Total equity
|
|
|
452.5
|
57.8
|
The accompanying notes form an
integral part of this financial report.
Consolidated Statement of Changes in Equity
|
Share
capital
|
Treasury
reserve
|
Other
reserve
|
Foreign currency translation
reserve
|
Cash flow hedge
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)
|
(0.7)
|
(3.9)
|
167.8
|
48.3
|
-
|
48.3
|
Profit for the six-month period
ended 30 June 2023
|
-
|
-
|
-
|
-
|
-
|
17.8
|
17.8
|
-
|
17.8
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
Cash flow hedge - effective
portion of changes in fair value
|
-
|
-
|
-
|
-
|
8.0
|
-
|
8.0
|
-
|
8.0
|
Cash flow hedge - reclassification
to profit or loss upon loan repayment
|
-
|
-
|
-
|
-
|
0.4
|
-
|
0.4
|
-
|
0.4
|
Net exchange loss on translation
of foreign entities
|
-
|
-
|
-
|
(1.2)
|
-
|
-
|
(1.2)
|
-
|
(1.2)
|
Total comprehensive income for the period
|
-
|
-
|
-
|
(1.2)
|
8.4
|
17.8
|
25.0
|
-
|
25.0
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
Share buy-back
|
-
|
(2.6)
|
-
|
-
|
-
|
-
|
(2.6)
|
-
|
(2.6)
|
Dividend
|
-
|
-
|
-
|
-
|
-
|
(20.8)
|
(20.8)
|
-
|
(20.8)
|
Vesting of share
options
|
-
|
16.5
|
-
|
-
|
-
|
(16.5)
|
-
|
-
|
-
|
Share-based payments
charge
|
-
|
-
|
-
|
-
|
-
|
9.7
|
9.7
|
-
|
9.7
|
Tax on share-based
payments
|
-
|
-
|
-
|
-
|
-
|
(0.4)
|
(0.4)
|
-
|
(0.4)
|
Balance at 30 June 2023
|
0.2
|
(56.9)
|
(44.3)
|
(1.9)
|
4.5
|
157.6
|
59.2
|
-
|
59.2
|
Profit for the six-month period
ended 31 December 2023
|
-
|
-
|
-
|
-
|
-
|
13.0
|
13.0
|
-
|
13.0
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
Cash flow hedge - effective
portion of changes in fair value
|
-
|
-
|
-
|
-
|
(7.3)
|
-
|
(7.3)
|
-
|
(7.3)
|
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
|
-
|
-
|
-
|
(0.1)
|
-
|
-
|
(0.1)
|
-
|
(0.1)
|
Total comprehensive income for the period
|
-
|
-
|
-
|
(0.1)
|
(4.5)
|
13.0
|
8.4
|
-
|
8.4
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
Share buy-back
|
-
|
(9.3)
|
-
|
-
|
-
|
-
|
(9.3)
|
-
|
(9.3)
|
Dividend
|
-
|
-
|
-
|
-
|
-
|
(11.4)
|
(11.4)
|
-
|
(11.4)
|
Vesting of share
options
|
-
|
0.8
|
-
|
-
|
-
|
(0.8)
|
-
|
-
|
-
|
Share-based payments
charge
|
-
|
-
|
-
|
-
|
-
|
9.7
|
9.7
|
-
|
9.7
|
Tax on share-based
payments
|
-
|
-
|
-
|
-
|
-
|
1.2
|
1.2
|
-
|
1.2
|
Balance at 31 December 2023
|
0.2
|
(65.4)
|
(44.3)
|
(2.0)
|
-
|
169.3
|
57.8
|
-
|
57.8
|
Profit for the six-month period
ended 30 June 2024
|
-
|
-
|
-
|
-
|
-
|
20.1
|
20.1
|
0.8
|
20.9
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
Net exchange loss on translation
of foreign entities
|
-
|
-
|
-
|
(0.4)
|
-
|
-
|
(0.4)
|
0.2
|
(0.2)
|
Total comprehensive income for the period
|
-
|
-
|
-
|
(0.4)
|
-
|
20.1
|
19.7
|
1.0
|
20.7
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
Gain on disposal of
non-controlling interest, net of transaction costs
incurred
|
-
|
-
|
-
|
1.0
|
-
|
412.8
|
413.8
|
(0.2)
|
413.6
|
Share buy-back
|
-
|
(23.4)
|
-
|
-
|
-
|
-
|
(23.4)
|
-
|
(23.4)
|
Dividend
|
-
|
-
|
-
|
-
|
-
|
(25.7)
|
(25.7)
|
-
|
(25.7)
|
Vesting of share
options
|
-
|
13.7
|
-
|
-
|
-
|
(13.7)
|
-
|
-
|
-
|
Share-based payments
charge
|
-
|
-
|
-
|
-
|
-
|
9.6
|
9.6
|
-
|
9.6
|
Tax on share-based
payments
|
-
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
-
|
(0.1)
|
Balance at 30 June 2024
|
0.2
|
(75.1)
|
(44.3)
|
(1.4)
|
-
|
572.3
|
451.7
|
0.8
|
452.5
|
The accompanying notes form an
integral part of this financial report.
Consolidated Statement of Cash Flows
Continuing operations
|
Notes
|
6 months
to 30 June
2024
Unaudited
|
6 months
to 30 June
2023
Unaudited
|
Cash flows from operating activities
|
|
£m
|
£m
|
Profit for the period
|
|
20.9
|
17.8
|
Adjustments for:
|
|
|
|
Depreciation
|
|
2.9
|
3.2
|
Amortisation
|
10
|
5.2
|
5.4
|
Net finance costs
|
|
10.9
|
13.0
|
Other (gains) and
losses
|
|
(0.2)
|
(0.5)
|
Taxation recognised in profit or
loss
|
|
6.0
|
6.1
|
Share-based payments
charge
|
12
|
9.6
|
9.7
|
Decrease in trade and other
receivables
|
|
2.2
|
3.2
|
Increase in trade and other
payables
|
|
17.4
|
6.8
|
Revaluation of short- and
long-term derivatives
|
|
0.2
|
(1.7)
|
Movement in provisions
|
|
0.1
|
-
|
Cash generated from continuing operations
|
|
75.2
|
63.0
|
Interest paid
|
|
(12.3)
|
(12.1)
|
Income taxes paid
|
|
(17.2)
|
(2.7)
|
Contingent consideration
paid
|
|
(0.5)
|
(0.2)
|
Total cash flows from operating
activities
|
|
45.2
|
48.0
|
Cash flows from investing activities
|
|
|
|
Acquisitions, net of cash
acquired
|
14
|
(4.0)
|
-
|
Purchase of property, plant and
equipment
|
|
(0.4)
|
(0.3)
|
Purchase of intangible
assets
|
10
|
(2.7)
|
(1.6)
|
Total cash flows used in investing
activities
|
|
(7.1)
|
(1.9)
|
Cash flows from financing activities
|
|
|
|
Repayment of borrowings
|
11
|
(305.0)
|
(25.0)
|
Proceeds from borrowings
|
11
|
40.0
|
-
|
Proceeds from disposal of
non-controlling interest
|
12
|
443.4
|
-
|
Receipt of loan from related
party
|
13
|
8.0
|
-
|
Transaction costs recognised
directly in equity
|
12
|
(3.8)
|
-
|
Acquisition of own
shares
|
12
|
(23.4)
|
(2.6)
|
Principal elements of lease
payments
|
11
|
(2.9)
|
(2.4)
|
Dividends paid
|
|
(25.7)
|
(20.8)
|
Total cash flows generated from/ (used
in) financing activities
|
|
130.6
|
(50.8)
|
Net increase/(decrease) in cash and cash
equivalents
|
|
168.7
|
(4.7)
|
Cash and cash equivalents at
beginning of period
|
|
19.8
|
34.0
|
Effects of currency translation on
cash and cash equivalents
|
|
(0.2)
|
(1.2)
|
Cash and cash equivalents at end of period
|
|
188.3
|
28.1
|
The accompanying notes form an
integral part of this financial report.
Notes to the Interim Financial Statements
1. General
information
Nature of operations
The principal activity of
GlobalData Plc and its subsidiaries (together 'the Group') is to
provide business information in the form of high quality
proprietary data, analytics, and insights to clients in multiple
sectors.
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
These interim financial statements
are for the six months ended 30 June 2024. They have been prepared
in accordance with United Kingdom adopted International Accounting
Standard 34, "Interim Financial Reporting". They do not include all
of the information required for full annual financial statements
and should be read in conjunction with GlobalData Plc's audited
financial statements for the year ended 31 December
2023.
The financial information for the
year ended 31 December 2023 set out in this interim report does not
constitute statutory accounts as defined in Section 434 of the
Companies Act 2006. The Group's statutory financial statements for
the year ended 31 December 2023 have been filed with the Registrar
of Companies and can be found on the Group's website www.globaldata.com. The independent auditors'
report on the full financial statements for the year ended 31
December 2023 was unqualified and did not contain an emphasis of
matter paragraph or any statement under section 498 of the
Companies Act 2006.
These interim financial statements
have been prepared on the historical cost basis, except for
derivative financial instruments, which are measured at fair
value.
The interim financial statements
are presented in Pounds Sterling (£), which is also the functional
currency of the Company. These interim financial statements have
been approved for issue by the Board of Directors.
Critical accounting estimates and
judgements
When preparing the Interim
Financial Statements, the Group makes a number of estimates,
judgements and assumptions regarding the future. Estimates,
judgements and assumptions are frequently 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 judgements, estimates and
assumptions applied in the Interim Financial Statements, including
the key sources of estimation uncertainty, were the same as those
applied in the Group's last annual financial statements for the
year ended 31 December 2023, with the exception of the Group's
Segmental Reporting and Cash-Generating Units assessments, which
have been revised as follows:
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. 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 have been a number of
restructuring and organisational changes within the Group
associated with the transaction to sell 40% of the Group's
Healthcare business to Inflexion which completed on 28 June 2024.
These changes include a number of internal trade and asset
transfers whereby the trade and assets of the Healthcare business
were carved out into newly created Healthcare entities across each
jurisdiction, in some instances a reverse carve out took place
however the end result being that by 31st May 2024 all of the
Group's Healthcare trade and assets resided within a ring-fenced
Healthcare sub-group. This has resulted in discrete financial
information being available at a Healthcare level. In addition, a
dedicated Healthcare Board and Management team have been appointed
and as such Management have assessed that the Group now operates
under two segments: 'Data, Analytics and Insights: Healthcare' and
'Data, Analytics and Insights: Non-Healthcare'.
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. Goodwill held by
the Group is monitored at the CGU level. As at the reporting date
(30 June 2024), Management have assessed that the Group had three
CGUs, being DA&I: Healthcare; DA&I: Non-Healthcare and
Media Business Insights ('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 exist within the remaining legal entities of the Group
and as such Management are unable to ringfence separately
identifiable cash inflows, therefore these assets 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.
As a result of these conclusions,
as at the reporting date (30 June 2024), the Group had three
CGUs.
Principal and emerging risks and
uncertainties
The Directors consider that the
principal and emerging risks and uncertainties facing the Group as
at 30 June 2024, and looking forwards into H2 2024, are consistent
with those reported within the Strategic Report of the annual
financial statements for the year ended 31 December 2023. The key
risks identified were as follows:
· Business and strategic risks: Product; People and Succession;
Competition and Clients; Economic and Global Political Changes;
Acquisition and Integration Risk
· Operational risks: Financial; Personal Data; IT, Cyber and
Systems Failure; Regulatory Compliance
We are a data, analytics, and
insights company in which our products are created and distributed
digitally. Our carbon footprint is considerably smaller than those
of many other companies of our size. Therefore, we have concluded
that environmental factors do not represent a principal risk to our
business.
Going concern
The Group meets its day-to-day
working capital requirements through free cash flow. The Group has
closing cash of £188.3m and no external debt as at 30 June 2024 (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). During H1 2024, upon completion of
the investment by Inflexion in our Healthcare business, the Group
fully repaid the outstanding term loan of £265m and RCF of £40m.
The Group is in the process of negotiating two new facilities to
support the Group in delivering its M&A strategy, one for the
DA&I: Healthcare business, and one for the remainder of the
Group (DA&I: Non-Healthcare). The Group has generated £75.2m in
cash from operations during the period ended 30 June 2024 (30 June
2023: £63.0m). Based on cash flow projections the Group considers
the existing cash resources held by the Group to be adequate to
meet short-term commitments.
The previously held finance
facilities were issued with debt covenants which were measured on a
quarterly basis. There have been no breaches of covenants in the
period ended 30 June 2024.
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 interim financial statements.
The Directors therefore consider
the strong balance sheet, with good cash reserves and working
capital, provide ample liquidity. Accordingly, the Directors have
prepared the interim financial statements on a going concern
basis.
2. Accounting
policies
This interim report has been
prepared based on the accounting policies detailed in the Group's
financial statements for the year ended 31 December 2023, which
have been applied consistently. The annual
financial statements of the Group are prepared in
accordance with United Kingdom adopted
international accounting standards. The financial statements also
comply with International Financial Reporting Standards (IFRSs) as
issued by the IASB.
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, M&A (including
contingent consideration) 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.
|
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. Taxation
Income tax on the profit or loss
for the period comprises current and deferred tax.
Current tax is the expected tax
payable on the taxable income for the period, using rates
substantively enacted at the reporting date, and any quantifiable
adjustments to the tax payable in respect of previous
years.
Deferred taxation is provided in
full on temporary differences between the carrying amount of the
assets and liabilities in the financial statements and the tax
base. Deferred tax assets are recognised only to the extent that it
is probable that future taxable profits will be available against
which the temporary difference can be utilised. Deferred tax is
determined using the tax rates that have been enacted or
substantively enacted by the reporting date and are expected to
apply when the deferred tax liability is settled or the deferred
tax asset is realised.
Tax is recognised in the income
statement for interim reporting purposes using the tax rate that
would be applicable to expected total annual earnings, being the
estimated average annual effective income tax rate applied to the
pre-tax income of the interim period. To the extent practicable, a
separate estimated average annual effective income tax rate is
determined for each tax jurisdiction and applied individually to
the interim period pre-tax income of each jurisdiction. Similarly,
if different income tax rates apply to different categories of
income (such as capital gains), to the extent practicable, a
separate rate is applied to each individual category of interim
period pre-tax income.
A standard rate of corporation tax
is applied in each jurisdiction to interim items affecting net
income that are unusual because of their nature, size or
incidence.
The major components of income tax
expense in the interim consolidated income statement
are:
Income taxes
|
|
6 months
to
30 June
2024
Unaudited
|
6 months
to
30 June
2023
Unaudited
|
|
|
£m
|
£m
|
Current income tax
expense
|
|
29.0
|
7.7
|
Deferred income tax credit
relating to origination and reversal of temporary
differences
|
|
(23.0)
|
(1.6)
|
Income tax expense recognised in income
statement
|
|
6.0
|
6.1
|
The current income tax expense for
the period ended 30 June 2024 includes the impact of transferring
overseas assets into a stand-alone perimeter to facilitate the
Inflexion investment in the Healthcare business (£21.4m
expense). The deferred income tax expense for the period ended
30 June 2024 includes the recognition of a deferred tax asset
arising from the corresponding stepped-up basis in the transferred
assets (£23.4m income).
4. Segment
analysis
The principal activity of
GlobalData Plc and its subsidiaries (together 'the Group') is to
provide business information in the form of high quality
proprietary data, analytics, and insights to clients in multiple
sectors.
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 ('DA&I'), however during H1 2024 there have been a
number restructuring and organisational changes within the Group
associated with the transaction to sell 40% of the Group's
Healthcare business to Inflexion which completed on 28 June 2024.
These changes include a number of internal trade and asset
transfers whereby the trade and assets of the Healthcare business
were carved out into newly created Healthcare entities across each
jurisdiction, in some instances a reverse carve out took place
however the end result being that by 31st May 2024 all of the
Group's Healthcare trade and assets resided within a ring-fenced
Healthcare sub-group. This has resulted in discrete financial
information being available at a Healthcare level. In addition, a
dedicated Healthcare Board and Management team have been appointed
and as such Management have assessed that the Group now operates
under two segments: 'Data, Analytics and Insights: Healthcare' and
'Data, Analytics and Insights: Non-Healthcare'.
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 Group profit or loss along
with Adjusted EBITDA by segment is reported to the Chief Executive
on a monthly basis.
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. Segment assets and liabilities
are not presented as these are not reported to the CODM.
Period ended 30 June 2024
|
|
DA&I:
Healthcare
Unaudited
£m
|
DA&I:
Non-Healthcare
Unaudited
£m
|
Total
Unaudited
£m
|
Revenue
|
|
53.7
|
85.9
|
139.6
|
Operating costs
|
|
(23.4)
|
(58.4)
|
(81.8)
|
Adjusted EBITDA
|
|
30.3
|
27.5
|
57.8
|
Unallocated group costs:
|
|
|
|
|
Restructuring and refinancing
costs
|
|
|
|
(2.5)
|
Share-based payments
charge
|
|
|
|
(9.6)
|
Revaluation loss on short- and
long-term derivatives
|
|
|
|
(0.2)
|
Unrealised operating foreign
exchange gain
|
|
|
|
0.4
|
Amortisation of acquired
intangibles
|
|
|
|
(4.3)
|
Depreciation
|
|
|
|
(2.9)
|
Amortisation (excluding amortisation
of acquired intangible assets)
|
|
|
|
(0.9)
|
Finance costs
|
|
|
|
(10.9)
|
Profit before tax
|
|
|
|
26.9
|
Period ended 30 June 2023
(restated)1
|
|
DA&I:
Healthcare
Unaudited
£m
|
DA&I:
Non-Healthcare
Unaudited
£m
|
Total
Unaudited
£m
|
|
|
|
|
|
Revenue
|
|
50.5
|
85.4
|
135.9
|
Operating costs
|
|
(22.9)
|
(59.5)
|
(82.4)
|
Adjusted EBITDA
|
|
27.6
|
25.9
|
53.5
|
Unallocated group costs:
|
|
|
|
|
Restructuring and refinancing
costs
|
|
|
|
(0.3)
|
M&A costs
|
|
|
|
(0.3)
|
Contingent
consideration
|
|
|
|
(1.0)
|
Share-based payments
charge
|
|
|
|
(9.7)
|
Costs relating to share-based
payment schemes
|
|
|
|
(0.1)
|
Revaluation gain on short- and
long-term derivatives
|
|
|
|
1.7
|
Unrealised operating foreign
exchange gain
|
|
|
|
1.7
|
Amortisation of acquired
intangibles
|
|
|
|
(4.7)
|
Depreciation
|
|
|
|
(3.2)
|
Amortisation (excluding
amortisation of acquired intangible assets)
|
|
|
|
(0.7)
|
Finance costs
|
|
|
|
(13.0)
|
Profit before tax
|
|
|
|
23.9
|
1 Comparative
information has been restated to provide segmental disclosures in
line with period ended 30 June 2024.
5. 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
|
|
Period ended 30 June
2024
Unaudited
|
Period ended 30 June
2023
Unaudited
|
As at 30 June
2024
Unaudited
|
As at 31 December
2023
Audited
|
|
£m
|
£m
|
£m
|
£m
|
Services
transferred:
|
|
|
|
|
Over a period of
time
|
108.8
|
105.4
|
118.7
|
89.5
|
Immediately on
delivery
|
30.8
|
30.5
|
2.6
|
15.1
|
Total
|
139.6
|
135.9
|
121.3
|
104.6
|
As subscriptions are typically for
periods of 12 months the majority of deferred revenue held at the
balance sheet date will be recognised in the income statement in
the following 12 months. As at 30 June 2024, £1.3m (31 December
2023: £2.0m) of the deferred revenue balance will be recognised
beyond the next 12 months.
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.
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.
From continuing operations
6
months to 30 June 2024
Unaudited
|
UK
|
Europe
|
Americas
|
Asia
Pacific
|
MENA1
|
Rest of
World
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue from external
customers
|
24.3
|
36.6
|
46.6
|
15.0
|
12.5
|
4.6
|
139.6
|
|
|
|
|
|
|
|
|
| |
6
months to 30 June 2023
Unaudited
|
UK
|
Europe
|
Americas
|
Asia
Pacific
|
MENA1
|
Rest of
World
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue from external
customers
|
25.7
|
34.3
|
43.6
|
16.4
|
11.8
|
4.1
|
135.9
|
1. Middle East & North
Africa
6. Operating
profit
Operating profit is stated after
the following expenses relating to continuing
operations:
|
|
6 months
to
30 June
2024
Unaudited
|
6 months
to
30 June
2023
Unaudited
|
|
|
£m
|
£m
|
Cost of sales
|
|
65.3
|
67.3
|
Administrative costs
|
|
36.5
|
30.9
|
|
|
101.8
|
98.2
|
Losses on trade
receivables
|
|
0.2
|
1.3
|
Total operating expenses
|
|
102.0
|
99.5
|
7. Adjusting
items
|
6 months
to
30 June
2024
Unaudited
|
6 months
to
30 June
2023
Unaudited
|
|
£m
|
£m
|
Share-based payments
charge
|
9.6
|
9.7
|
Amortisation of acquired
intangibles
|
4.3
|
4.7
|
Restructuring and refinancing
costs
|
2.5
|
0.3
|
Contingent
consideration
|
-
|
1.0
|
M&A costs
|
-
|
0.3
|
Costs relating to share-based
payments scheme
|
-
|
0.1
|
Revaluation loss/(gain) on short-
and long-term derivatives
|
0.2
|
(1.7)
|
Unrealised operating foreign
exchange gain
|
(0.4)
|
(1.7)
|
Total adjusting items
|
16.2
|
12.7
|
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.
For awards granted prior to November 2022, 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. For awards granted post November 2022,
the fair value on grant date is charged to the income statement
based on solely the Black-Scholes method.
·
The amortisation charge for those intangible
assets recognised on business combinations.
·
Restructuring and refinancing costs relate to
professional fees and redundancy payments incurred in relation to
group reorganisation projects. Restructuring costs total £2.4m
(2023: £0.3m) and refinancing costs total £0.1m (2023: £nil) in the
six months to 30 June 2024. The increase in restructuring costs
relates to costs associated with internal restructuring of the
group as a result of both the 40% disposal of the Healthcare
business and other group restructuring.
·
The contingent consideration amounts in 2023
relate to payments due to the previous owners of MBI and TS Lombard
between 2023 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.
·
The M&A costs in 2023 consist of professional
fees incurred in performing due diligence relating to potential
acquisition targets and redundancy costs in relation to group
integration projects.
·
Costs relating to share-based payments scheme in
2023 consists of employer taxes borne as a result of the vesting of
options within the final tranche of Scheme 1 during the prior 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.
8. Net finance
costs
|
|
6 months
to
30 June
2024
Unaudited
|
6 months
to
30 June
2023
Unaudited
|
|
|
£m
|
£m
|
Loan interest cost
|
|
13.4
|
12.6
|
Lease interest cost
|
|
0.5
|
0.6
|
Revaluation of interest rate
swap
|
|
(2.8)
|
-
|
Other interest income
|
|
(0.2)
|
(0.2)
|
|
|
10.9
|
13.0
|
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 period ended 30 June 2024.
9. 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.
|
6 months
to
30 June
2024
Unaudited
|
6 months
to
30 June
2023
Unaudited
|
Earnings per share attributable to equity holders from
continuing operations:
|
|
|
Basic
|
|
|
Profit for the period attributable
to equity shareholders (£m)
|
20.9
|
17.8
|
Less: non-controlling interest
(£m)
|
(0.8)
|
-
|
Profit for the period attributable
to ordinary shareholders of the parent company (£m)
|
20.1
|
17.8
|
Weighted average number of shares
(no' m)
|
803.2
|
812.9
|
Basic earnings per share
(pence)
|
2.5
|
2.2
|
Diluted
|
|
|
Profit for the period attributable
to equity shareholders (£m)
|
20.9
|
17.8
|
Less: non-controlling interest
(£m)
|
(0.8)
|
-
|
Profit for the period attributable
to ordinary shareholders of the parent company (£m)
|
20.1
|
17.8
|
Weighted average number of shares
(no' m)
|
806.7
|
817.8
|
Diluted earnings per share
(pence)
|
2.5
|
2.2
|
Reconciliation of basic weighted
average number of shares to the diluted weighted average number of
shares:
|
|
6 months
to
30 June
2024
Unaudited
No' m
|
6 months
to
30 June
2023
Unaudited
No' m
|
Basic weighted average number of
shares, net of shares held in Treasury reserve
|
|
803.2
|
812.9
|
Dilutive share options in issue -
scheme 1
|
|
2.7
|
4.9
|
Dilutive share options in issue -
scheme 2
|
|
0.8
|
-
|
Diluted weighted average number of shares
|
|
806.7
|
817.8
|
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.
Potentially dilutive shares
|
|
2025
|
2026
|
2027
|
Total
|
Schedule
|
|
No.
|
No.
|
No.
|
No.
|
Scheme 2
|
|
6,250,000
|
6,250,000
|
6,250,000
|
18,750,000
|
Scheme 4
|
|
2,474,365
|
4,948,730
|
17,320,553
|
24,743,648
|
Total
|
|
8,724,365
|
11,198,730
|
23,570,553
|
43,493,648
|
10. 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 2024
|
0.2
|
18.4
|
65.3
|
26.3
|
77.9
|
322.0
|
510.1
|
Additions: Separately
acquired
|
2.5
|
-
|
-
|
0.2
|
-
|
-
|
2.7
|
Transfer AUC to
software
|
(0.4)
|
0.4
|
-
|
-
|
-
|
-
|
-
|
As at 30 June 2024
|
2.3
|
18.8
|
65.3
|
26.5
|
77.9
|
322.0
|
512.8
|
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
|
|
|
|
As at 1 January 2024
|
-
|
(14.5)
|
(42.5)
|
(13.4)
|
(56.0)
|
(10.9)
|
(137.3)
|
Charge for the period
|
-
|
(0.9)
|
(2.1)
|
(0.6)
|
(1.6)
|
-
|
(5.2)
|
As at 30 June 2024
|
-
|
(15.4)
|
(44.6)
|
(14.0)
|
(57.6)
|
(10.9)
|
(142.5)
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
As at 30 June 2024
|
2.3
|
3.4
|
20.7
|
12.5
|
20.3
|
311.1
|
370.3
|
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.
11. Borrowings and Lease
Liabilities
|
|
30 June
2024
Unaudited
£m
|
31 December
2023 Audited
£m
|
Short-term lease
liabilities
|
|
3.6
|
4.3
|
Current liabilities
|
|
3.6
|
4.3
|
|
|
30 June
2024
Unaudited
£m
|
31 December
2023
Audited
£m
|
Long-term lease
liabilities
|
|
19.7
|
21.4
|
Long-term borrowings
|
|
-
|
263.7
|
Non-current liabilities
|
|
19.7
|
285.1
|
Term loan and 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 buy-back
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.
Lease payments not recognised as a
liability
The Group has elected not to
recognise a lease liability for short term leases (leases with an
expected term of 12 months or less) or for leases of low value
assets. Payments made under such leases are expensed on a
straight-line basis. In addition, certain variable lease payments
are not permitted to be recognised as lease liabilities and are
expensed as incurred. The expense relating to payments not included
in the measurement of a lease liability is £nil for the period
ended 30 June 2024 (30 June 2023: £nil).
The changes in the Group's
borrowings can be classified as follows:
|
|
|
Long-term
borrowings
|
Short-term lease
liabilities
|
Long-term
lease
liabilities
|
Total
|
|
|
|
£m
|
£m
|
£m
|
£m
|
As at 1 January 2024
|
|
|
263.7
|
4.3
|
21.4
|
289.4
|
Cash-flows:
|
|
|
|
|
|
|
- Drawdown of
RCF
|
|
|
40.0
|
-
|
-
|
40.0
|
- Repayment
|
|
|
(305.0)
|
(2.9)
|
-
|
(307.9)
|
Non-cash:
|
|
|
|
|
|
|
- Interest
expense
|
|
|
1.3
|
-
|
-
|
1.3
|
- Lease
additions
|
|
|
-
|
0.2
|
-
|
0.2
|
- Lease
liabilities
|
|
|
-
|
0.4
|
(0.1)
|
0.3
|
-
Reclassification
|
|
|
-
|
1.6
|
(1.6)
|
-
|
As at 30 June 2024
|
|
|
-
|
3.6
|
19.7
|
23.3
|
12. Equity
Share
capital
Allotted, called up and fully paid:
|
|
|
|
|
|
|
|
30 June
2024
Unaudited
|
31 December
2023
Audited
|
|
No'000s
|
Percentage of Total
Shares
|
£000s
|
No'000s
|
Percentage of Total
Shares
|
£000s
|
Ordinary shares
(£0.0001)
|
845,028
|
99.99
|
84
|
845,028
|
99.99
|
84
|
Deferred shares of £1.00
each
|
100
|
0.01
|
100
|
100
|
0.01
|
100
|
Total allotted, called up and
fully paid
|
845,128
|
100.00
|
184
|
845,128
|
100.00
|
184
|
Share Purchases
During the period ended 30 June
2024, the Group's Employee Benefit Trust purchased an aggregate
amount of 11,605,828 shares (which represents 1.4% of the total
share capital), each with a nominal value of £0.0001 per share, at
a total market value of £23.4m. 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 period ended 30 June
2024, a total of 7,639,239 shares (which represents 0.9% of the
total share capital), each with a nominal value of £0.0001 per
share, which were held by the Group's Employee Benefit Trust were
utilised as a result of the exercising of Scheme 1 and Scheme 2
share options (at a total market value of £13.7m).
The maximum number of shares held
by the Employee Benefit Trust (at any time during the period ended
30 June 2024) was 49,491,387 (representing 5.9% of the total share
capital).
The purchase of shares by the trust
is to limit the eventual dilution to existing shareholders. As at
30 June 2024, based upon the restructured
vesting schedules, no dilution is forecast until 2027.
The vesting schedules represents
outstanding options:
Vesting Schedule
|
2024
No.
|
2025
No.
|
2026
No.
|
2027
No.
|
Total
No.
|
Scheme 1*
|
1,371,518
|
1,371,517
|
-
|
-
|
2,743,035
|
Scheme 2*
|
383,928
|
6,633,927
|
6,250,000
|
6,250,000
|
19,517,855
|
Scheme 4
|
-
|
2,474,365
|
4,948,730
|
17,320,553
|
24,743,648
|
Total
|
1,755,446
|
10,479,809
|
11,198,730
|
23,570,553
|
47,004,538
|
Shares held in trust
|
(1,755,446)
|
(10,479,809)
|
(11,198,730)
|
(18,418,191)
|
(41,852,176)
|
Net
dilution
|
-
|
-
|
-
|
5,152,362
|
5,152,362
|
*For the purposes of this analysis
we have assumed the Scheme 1 and Scheme 2 dilutive share options in
issue will be exercised during H2 2024 (50%) and H1 2025
(50%).
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
typically consists of net bank debt, which includes borrowings
(note 11) 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 ordinary share and was paid in April 2024. The Board
has announced an interim dividend of 1.5 pence per ordinary share.
The interim dividend will be paid on 4 October 2024 to shareholders
on the register at the close of business on 6 September 2024. The
ex-dividend date will be on 5 September 2024.
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.
Other
reserve
Other reserve consists of a
reserve created upon the reverse acquisition of TMN Group Plc in
2009.
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 to Monument Bidco Limited (an
Inflexion investment company). As a result of this sale, 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 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.
As at 30 June 2024 these fees total £29.8m.
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.
Share-based payments
Scheme 1
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) at any time during a prescribed period from
the vesting date to the date the option lapses. 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, needed to exceed
certain targets. The final financial target for the colleague share
option scheme (scheme 1) was met with the 2021 results. During the
years ended 31 December 2022 and 31 December 2023, the majority of
participants chose to exercise their options, with 4.5m options
being deferred as at 31 December 2023, as allowable under the
scheme rules. During the period ended 30 June 2024, 1.8m of the
deferred options were exercised. The remaining 2.7m options can be
exercised by participants at any point before August 2033, subject
to compliance with the Company's Share Dealing Code. LTIP Scheme 1
is now closed.
Scheme 2
In October 2019 the Group created
and announced a new share option scheme and granted the first
options under the scheme on 31 October 2019 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 performance 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,
needs to exceed certain targets between 2023 to 2026. As a result
of the EBITDA target for 2023 being met, 5.8m options were
exercised during the period ended 30 June 2024.
Scheme 4
In October 2021 the Group created
the 2021 share option scheme (scheme 4). Scheme 4 is targeted at
management and senior colleagues below the Executive Management
Committee level. The EBITDA targets for Scheme 4 are aligned to
Scheme 2, however different proportions of granted options will
vest once each target is reached.
The total charge recognised for
these schemes during the six months to 30 June 2024 was £9.6m (30
June 2023: £9.7m). The awards of the schemes are settled with
ordinary shares of the Company.
13. Related party
transactions
Mike Danson, GlobalData's Chief
Executive Officer, owned 57.76% of the Company's ordinary shares as
at 30 June 2024 and as at 31 July 2024 and is therefore the
Company's ultimate controlling party. Mike Danson owns a number of
businesses that interact with GlobalData Plc, largely in part as a
result of past M&A transactions (GlobalData Holding Limited in
2016 and Research Views Limited in 2018).
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:
· Oversee all related party transactions;
· Ensure transactions are in the best interests of GlobalData
and its wider stakeholders; and
· Ensure all transactions are recorded and disclosed on an
arm's length basis.
As previously noted within the
Group's Annual Report and Accounts for the year ended 31 December
2023, it is the intention of the Board and Management to reduce and
eventually eliminate related party transactions and wind down the
service agreements that are currently in place. During H1 2024 we
have continued the progress made in prior years and now expect to
have eliminated all legacy relationships with related parties by 31
December 2024.
During the six months to 30 June
2024, the following related party transactions were entered into by
the Group:
SIA - Strategy In Action Limited
On 4 June 2024, the Group acquired
a minority investment in the share capital of SIA - Strategy in
Action Limited ("SiA"), as discussed further in note 14. The Group
has representation on the Board and Julien Decot is a common
Non-Executive Director across both the Group and SiA.
Corporate support services
In the six months ending 30 June
2024, net corporate support charges of £0.01m were charged from the
Group to NS Media Group Limited ("NSMGL") and net corporate support
charges of £0.04m were charged to Estel Property Investments No.3
Limited, both companies are related parties by virtue of common
ownership (30 June 2023: charge from NSMGL to the Group of £0.01m).
The corporate support charges principally consist of shared
management and admin support determined by headcount.
Accommodation
During the six months to 30 June
2024 no such charges have been incurred (2023: £0.04m).
Charity Donations
During the six months ending 30
June 2024 the Group paid donations of £nil (30 June 2023: £0.04m)
to charities in India which were funded by a related party entity,
The Danson Foundation (charity reference 1121928). The donation in
the prior year was a pass-through transaction, with the Group
facilitating payment to our charity partners in India.
Acquisitions
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 is conditional on shareholder
approval as Business Trade Media International Limited is a related
party (by virtue of being indirectly owned by Mike Danson) so must
be approved pursuant to s.190 of the Companies Act 2006. The
acquisition is not a related party transaction for the purposes of
the AIM Rules due to its size. A circular convening a general
meeting for the purposes of obtaining shareholder approval for the
acquisition will be posted shortly. 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 is
expected to complete on 30 August 2024.
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.
Balances Outstanding
As at 30 June 2024, the total
balance receivable from NSMGL was £nil and the total balance
receivable from Estel Property Investments No.3 Limited was £nil.
There is no specific credit loss provision in place and the total
expense recognised during the period in respect of bad or doubtful
debts was £nil.
As at 30 June 2024, the Group has
an outstanding payable due to Monument Bidco Limited (an Inflexion
investment company) of £8.0m.
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. The
amounts outstanding for other related parties were £nil (31
December 2023: £nil). There were no other balances owing to or from
related parties.
14. Acquisitions
On 4 June 2024, one of the Group's
100% owned subsidiaries, GlobalData Investments Limited, acquired a
minority investment in the share capital of SIA - Strategy in
Action Limited ("SiA") for cash consideration of £4.0m. Management
have assessed that the Group will exercise significant influence
over SiA, therefore the consideration of £4.0m has been recognised
at cost as an investment under the equity method of IAS 28:
Investments in Associates and Joint Ventures. The carrying amount
of the investment will be adjusted for the Group's share of the
post-acquisition profits or losses of SiA (which will be recognised
in the Group's profit or loss) plus the Group's share of the
post-acquisition change in other comprehensive income of SiA (which
will be recognised within other comprehensive income of the Group).
Due to proximity of the acquisition to the reporting date of 30
June 2024, this impact is yet to be recognised however this is not
material to the Group's accounts.
Cash Cost of Acquisitions
The cash cost of acquisitions
comprises:
|
Period to 30 June
2024
Unaudited
|
Period to 30 June
2023
Unaudited
|
|
£m
|
£m
|
SIA - Strategy in Action
Limited
|
4.0
|
-
|
|
4.0
|
-
|
During the period ended 30 June
2024, a contingent consideration payment of £0.5m was made in
relation to the TS Lombard acquisition (acquired during the year
ended 31 December 2022). During the period ended 30 June 2023, a
contingent consideration payment of £0.2m was made in relation to
the MBI acquisition (acquired during the year ended 31 December
2022).
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 is conditional on shareholder
approval as Business Trade Media International Limited is a related
party (by virtue of being indirectly owned by Mike Danson) so must
be approved pursuant to s.190 of the Companies Act 2006. The
acquisition is not a related party transaction for the purposes of
the AIM Rules due to its size. A circular convening a general
meeting for the purposes of obtaining shareholder approval for the
acquisition will be posted shortly. 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 is
expected to complete on 30 August 2024.
Advisers
Company Secretary
Bob Hooper
Head Office and Registered Office
John Carpenter House
John Carpenter Street
London
EC4Y 0AN
Tel: + 44 (0) 20 7936
6400
Nominated Adviser and Joint Broker
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London
E14 5JP
Joint Broker
Panmure Liberum
One New Change
London
EC4M 9AF
Joint Broker
Investec Bank Plc
30 Gresham Street
London
EC2V 7QP
Financial PR LLP
FTI Consulting
200 Aldersgate
Aldersgate Street
London
EC1A 4HD
Lawyers
Reed Smith LLP
20 Primrose Street
London
EC2A 2RS
Auditor
Deloitte LLP
2 New Street Square
London
EC4A 3BZ
Registrars
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Bankers
NatWest Group
280 Bishopsgate
London
EC2M 4RB
Bankers
HSBC UK Bank Plc
1 Centenary Square
Birmingham
B1 1HQ
Registered number
Company No. 03925319