Wilmington Regulatory News (WIL)

7 February 2013

Wilmington Group plc

Acquisition of NHiS Ltd further strengthens Wilmington's presence in the healthcare market

Wilmington Group plc, the provider of Information, Compliance, and Education to professional markets announces the acquisition of the entire issued and to be issued share capital of NHiS Limited ("the Business") for an initial cash consideration of £5.6m and a further deferred consideration of up to £3.75m subject to the Business achieving challenging targets for the growth in underlying profit. The deferred consideration will be satisfied by issuing of up to 1.5m new Wilmington Group plc shares in October 2016 dependent inter alia upon NHiS's audited future earnings for the years ended 30th June 2015 and 30th June 2016. The number of new Wilmington Group plc shares to be issued in October 2016 will be determined by reference to the average of the closing mid market price on the preceding five business days. The Business was acquired with cash of £0.6m and the initial consideration will be financed out of the Group's existing £65m debt facility.

NHiS has been in operation since 2007 and is a leading provider of business intelligence, data analysis, workflow tools and other services to pharmaceutical companies in the UK. Around 40% of its revenue is derived from subscriptions and the business has enjoyed high overall renewal rates as defined by customer spend in excess of 90%. Over 75% of NHiS revenue is delivered digitally.

The acquisition of NHiS is consistent with Wilmington's strategy of acquiring businesses with high repeat revenues and strong, cash generative income streams in the Group's key market verticals. The Business will form part of the Wilmington Healthcare Division and will work closely with the highly complementary Binley's Healthcare Information business.

The existing executive management team led by Nick Merryfield, the founding Managing Director, and Paul Midgley will remain with the business and they, along with five other individuals, comprise the vendors of the Business.

NHiS's last annual results to March 2012*, showed revenue of £1.8m, up 45% from the prior year and profits before tax and nonrecurring costs of £0.8m. The Business has seen a strong start to the year and turnover for the first nine months increased by 20%. Deferred income as 31st December 2012 was up 50% on 31st December 2011. Gross Assets at 31st March 2012 were £1.6m. The acquisition is expected to be earnings enhancing in the first full year of ownership.

*unaudited accounts adjusted for Wilmington Group plc accounting policies

Commenting on the acquisition Charlie Brady, Chief Executive of Wilmington Group, said:

"NHiS is an innovative business that has built up a major business intelligence and technology capability in a complementary area where our own Binleys Healthcare Information continues to see good growth potential. The Business will benefit from being part of a larger group with the infrastructure and resources of Binleys. We are particularly pleased that the existing highly experienced management team are joining the Wilmington Group and look forward to working with them as they continue to develop NHiS".