GlobalData Plc
(AIM: DATA, GlobalData, the Group)
Proposed return of capital of up to £60 million by way of a purchase of up to 40,000,000 Shares at £1.50 per Share pursuant to the Tender Offer
and
Notice of General Meeting
GlobalData Plc, the leading data, insight, and technology company, announces, further to its announcement on 15 July 2025 and its interim results published earlier today, that it is proposing to return up to £60 million to Shareholders by way of a Tender Offer pursuant to which Qualifying Shareholders are invited to tender some, or all, or their Shares at the Tender Price of £1.50 per Share. The Tender Offer is for a maximum of 40,000,000 Shares. The Tender Price represents a premium of approximately 5.1 per cent. to the closing mid-market price of 142.75 pence per Share on the Latest Practicable Date. The Tender Offer will open on 5 August 2025 and will close at 1:00 p.m. on 5 September 2025, unless such dates are altered by means of an announcement through a Regulatory Information Service.
Qualifying Shareholders are not obliged to tender any Shares if they do not wish to do so. If no action is taken by Qualifying Shareholders, there will be no change to the number of Shares that they hold and they will receive no cash as a result of the Tender Offer.
Qualifying Shareholders who wish to participate in the Tender Offer can tender some or all of their Shares for purchase at the Tender Price and receive cash in consideration of such purchase (subject to scaling back of tenders in excess of their Guaranteed Entitlement). Shareholders, other than certain Shareholders in Restricted Jurisdictions and non-Qualifying US Shareholders, will be entitled to have up to 4.95 per cent. of their respective holdings purchased under the Tender Offer (such percentage being the “Guaranteed Entitlement“). Such Shareholders will be able to tender additional Shares, but such tenders will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their Guaranteed Entitlement or do not submit a tender.
The Tender Offer is to be effected by Panmure Liberum and Investec (the “Tender Offer Brokers“) (each acting severally as principal and not as agent, nominee or trustee) purchasing Shares from Shareholders. The Tender Offer Brokers, in turn, have the right to require the Company to purchase from them, and can be required by the Company to sell to it, such Shares at the Tender Price under a tender offer agreement. All Shares purchased by the Company from the Tender Offer Brokers pursuant to the Tender Offer Agreement will be cancelled.
The Tender Offer is subject, among other things, to the approval of the Resolution by the Shareholders at the General Meeting to be held at John Carpenter House, 7 Carmelite Street, London, EC4Y 0BS at 12.00 p.m. on 29 August 2025.
In the opinion of the Board, the Tender Offer and the passing of the Resolution to be considered at the General Meeting are in the best interests of Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as each Director intends to do in respect of their own beneficial holdings of Shares on which they are able to vote, amounting in aggregate to 474,716,733 Shares, representing approximately 58.9 per cent. of the issued share capital of the Company as at the Latest Practicable Date.
The Board is making no recommendation to Shareholders in relation to their participation in the Tender Offer itself. Whether or not Shareholders decide to tender all or any of their Shares will depend on, among other things, their view of the Company’s prospects and their own individual circumstances, including their tax position. Shareholders need to make their own decision and are recommended to consult a duly authorised independent adviser.
Posting of Circular and Notice of General Meeting
A general meeting of the Company will be held at John Carpenter House, 7 Carmelite Street, London, EC4Y 0BS on 29 August 2025 at 12.00 p.m. (the “General Meeting“).
The Company expects to post a circular to Shareholders (the “Circular“) later today and a copy of the Circular will be published on the Company’s website at https://investors.globaldata.com/.
The Circular will set out the full details of the Tender Offer, including the background to, and reasons for, the Tender Offer and why the Directors believe the Tender Offer to be in the best interests of the Company and its Shareholders as a whole. The Circular will also contain details on the procedure that should be followed by those Qualifying Shareholders who wish to participate in the Tender Offer. A Tender Form for use by Shareholders who hold their Shares in certificated form in connection with the Tender Offer will be despatched with the Circular. Shareholders who hold their Shares in certificated form may request a hard-copy Form of Proxy from the registrars.
Implementation of the Tender Offer requires the approval of the Resolution by Shareholders at the General Meeting. The Resolution will be proposed at the General Meeting as a special resolution. If the Resolution is not passed, the Company will not be able to proceed with the Tender Offer.
A summary of the key terms of the Tender Offer is included later in the announcement under the heading “Additional Information”. This announcement should be read in conjunction with the full text of the Circular.