Extension of Rule 2.6 Deadline
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
28 May 2025
GlobalData Plc ("GlobalData" or the "Company")
Extension of Rule 2.6 Deadline
On 30 April 2025, the Board of GlobalData (the "Board") announced that it had received preliminary, conditional proposals from each of (i) funds managed and/or advised by ICG Europe Fund IX GP S.a.r.l. on behalf of ICG Europe Fund IX SCSP ("ICG"); and (ii) Kohlberg Kravis Roberts & Co. Partners LLP, in its capacity as subadvisor to Kohlberg Kravis Roberts & Co. L.P., acting as an advisor to its affiliated investment funds and separately managed accounts ("KKR"), regarding a possible cash offer for the entire issued and to be issued share capital of GlobalData, with an option for GlobalData shareholders to elect for an unlisted equity alternative (the "Proposals").
The announcement stated that ICG and KKR were each required, by not later than 5.00 p.m. (London time) on 28 May 2025, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that they do not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
The Board remains in discussions with ICG. Accordingly, the Board and the Panel on Takeovers and Mergers have consented to an extension of the deadline set out above in respect of ICG only.
Consequently, in accordance with Rule 2.6(a) of the Code, ICG is now required, by not later than 5.00 p.m. (London time) on 11 June 2025, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
Discussions with KKR have now been terminated as agreement on terms could not be reached.
There can be no certainty that any firm offer for GlobalData will be made, nor as to the terms on which it might be made.
A further announcement will be made if and when appropriate.
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Enquiries |
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GlobalData Plc |
0207 936 6400 |
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Mike Danson, Chief Executive Officer Graham Lilley, Chief Financial Officer |
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Goldman Sachs International (Lead Financial Adviser to GlobalData) |
0207 774 1000 |
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Khamran Ali Warren Stables Lorenzo Carlino Nuno Santos |
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J.P. Morgan Cazenove (Financial Adviser to GlobalData) |
0203 493 8000 |
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Bill Hutchings Mose Adigun |
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FTI Consulting (Financial PR) |
0203 727 1000 globaldata@fticonsulting.com |
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Ed Bridges Dwight Burden Emma Hall |
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About GlobalData
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.
Important notice
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for GlobalData and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than GlobalData for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.
J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for GlobalData and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than GlobalData for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in connection with the matters referred to in this announcement.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on GlobalData's website at https://investors.globaldata.com/possible-offer-for-globaldata-plc/, by no later than 12 noon (London time) on 29 May 2025. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
Market Abuse Regulation
The information contained within this announcement would have, prior to its release, constituted inside information as stipulated under Article 7 of the Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a regulatory information service, this inside information will be considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of GlobalData is Bob Hooper, Company Secretary.
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