Results of General Meeting
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION
29 August 2025
GlobalData Plc
("GlobalData" or "the Company")
Results of General Meeting
GlobalData Plc (AIM: DATA.L), a leading provider of industry intelligence, is pleased to announce that, at a general meeting of the Company held earlier today (12.00pm on 29 August 2025) (the "General Meeting"), the special resolution put to shareholders (the "Resolution") to authorise the Company to buy-back up to 40,000,000 ordinary shares in the capital of the Company at a price of £1.50 per share pursuant to the tender offer for up to £60 million announced by the Company on 5 August 2025 (the "Tender Offer") was duly passed by shareholders.
The Tender Offer closes at 1.00pm on 5 September 2025. The Company expects to make a further announcement in respect of the results of the Tender Offer on 8 September 2025.
Voting on the Resolution proposed at the General Meeting was conducted by way of poll. The number of votes for and against the Resolution put before the General Meeting, as well as the number of votes withheld, were as follows:
|
Resolution |
Votes for |
Votes for (%) |
Votes against |
Votes against (%) |
Total votes |
Votes cast as % of issued share capital |
Votes withheld |
|
Tender Offer Resolution |
623,245,554 |
100.00% |
21,492 |
0.00% |
623,267,046 |
77.28% |
33,045 |
Notes:
1. A 'vote withheld' is not a vote in law and is not counted in the calculation proportion of the votes "for" or "against" a resolution.
2. A copy of the General Meeting results will be available on the Company's website at www.globaldata.com.
3. Issued share capital as at 29 August 2025 is 806,534,103 ordinary shares of 1/100 pence each in the capital of the Company.
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 |
|
|
|
James Sinclair-Ford |
|
|
|
|
|
|
|
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 |
|
LEI: 2138005I669UO6PJXM24
A copy of this announcement will be available on the Company's website at https://www.globaldata.com/. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Shares or other securities.
The full terms and conditions of the Tender Offer are set out in the Circular, which Shareholders are advised to read in full. Any response to the Tender Offer should be made only on the basis of the information in the Circular.
Investec, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as Tender Offer Broker to the Company. Panmure Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting as Tender Offer Broker to the Company. Each of the Tender Offer Brokers is acting exclusively for the Company and no one else in connection with the Tender Offer. Neither of the Tender Offer Brokers will regard any other person (whether or not a recipient of the Circular and/or this announcement) as a client in relation to the Tender Offer or any other matters referred to in the Circular and/or this announcement and neither of the Tender Offer Brokers nor any of their respective affiliates, branches or subsidiaries will be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for the giving of advice in relation to the Tender Offer or any transaction, matter, or arrangement referred to in the Circular and/or this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on each of the Tender Offer Brokers by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither of the Tender Offer Brokers nor any of their respective affiliates, subsidiaries or branches and their respective directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the contents of the Circular and/or this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company, the Directors or any other person, in connection with the Company and/or the Tender Offer, and nothing in the Circular and/or this announcement should be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of the Tender Offer Brokers and each of their respective affiliates, subsidiaries or branches and its and their directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the Circular and/or this announcement or any such statement. No representation or warranty express or implied, is made by either of the Tender Offer Brokers or any of their respective affiliates, subsidiaries or branches as to the accuracy, completeness, verification or sufficiency of the information set out in the Circular and/or this announcement, and nothing in the Circular and/or this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.
Each of the Tender Offer Brokers and their respective affiliates, subsidiaries and branches may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and its affiliates for which they would have received customary fees and commissions. Each of the Tender Offer Brokers and their respective affiliates, subsidiaries and branches may provide such services to the Company and its affiliates in the future. In the ordinary course of their various business activities, the Tender Offer Brokers and their respective affiliates, subsidiaries and branches may hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) in the Company and its respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments.
Investors who participate in the Tender Offer will be deemed to have acknowledged that: (i) they have not relied on either of the Tender Offer Brokers or any person affiliated with either of the Tender Offer Brokers in connection with any investigation of the accuracy of any information contained in the Circular or their investment decision; (ii) they have relied only on the information contained in the Circular; and (iii) no person has been authorised to give any information or to make any representation concerning the Company or the Tender Offer (other than as contained in the Circular) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or either of the Tender Offer Brokers.
Forward Looking Statements
This announcement contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. They are based only on the Company's current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, such statements are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Overseas Shareholders
The making of the Tender Offer in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom or to custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Shareholders who are Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Shareholder wishing to tender Shares to satisfy itself, himself or herself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Shareholder will be responsible for payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and the Tender Offer Brokers and the Company and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Circular or any Tender Form in any territory outside the United Kingdom.
In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, copies of the Circular, the Tender Forms and any related documents must not be mailed or otherwise distributed or sent in, into or from any Restricted Jurisdiction, including to Shareholders with registered addresses in any Restricted Jurisdiction other than the mailing by the Company of the Circular for the purposes of giving notice of the General Meeting. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail them in, into or from any Restricted Jurisdiction or use such mails or any such means, instrumentality or facility in connection with the Tender Offer, and so doing will render invalid any related purported acceptance of the Tender Offer. Persons wishing to tender pursuant to the Tender Offer must not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to any tender pursuant to the Tender Offer. Envelopes containing Tender Forms should not be postmarked in any Restricted Jurisdiction or otherwise despatched from any Restricted Jurisdiction and all Shareholders who wish to participate in the Tender Offer must provide addresses outside any Restricted Jurisdiction for the remittance of cash or for the return of Tender Forms, share certificates and/or other documents of title.
If, in connection with making the Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards the Circular, any personalised Tender Form or any related documents in, into or from any Restricted Jurisdiction or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction in connection with such forwarding, such persons should (a) inform the recipient of such fact; (b) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (c) draw the attention of the recipient to this paragraph.
The provisions of this paragraph and any other terms of the Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Tender Offer Brokers in their absolute discretion, but only if the Tender Offer Brokers are satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities or other laws. Subject to this, the provisions of paragraph supersede any terms of the Tender Offer inconsistent herewith.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company registered in England and Wales and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the US in certain material respects. The Circular will be prepared in accordance with UK style and practice for the purpose of complying with English law and the UK Listing Rules, and US Shareholders should read the entire Circular. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the US and thus may not be comparable to financial information relating to US companies.
The Tender Offer is not subject to the disclosure and other procedural requirements of Rule 13e-4 or Regulation 14D under the US Exchange Act. The Tender Offer will be made in the US pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1(c) thereunder and otherwise in accordance with the requirements of the rules of the FCA. US Shareholders should note that the Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the SEC thereunder. The Tender Offer is being made in the United States solely to Qualifying US Shareholders.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the US and most of its officers and directors reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person will be a taxable transaction for US federal income tax purposes. The Circular will set out a guide to certain US federal income tax consequences of the Tender Offer for US Shareholders under current US law. However, each such US Shareholder should consult and seek tax advice from an appropriate professional adviser.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company, the Tender Offer Brokers or any of their respective affiliates, may make certain purchases of, or arrangements to purchase, Shares outside the United States during the period in which the Tender Offer remains open for participation, including sales and purchases of Shares effected by the Tender Offer Brokers acting as market makers in the Shares. These purchases, or other arrangements, may occur outside the United States either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation and the relevant provisions of the US Exchange Act. Any such purchases by the Tender Offer Brokers or their respective affiliates will not be made at prices higher than the price of the Tender Offer provided in the Circular, unless the price of the Tender Offer is increased accordingly. In addition, in accordance with normal UK market practice, the Tender Offer Brokers and their respective affiliates may continue to act as market makers in the Shares and may engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and the US and, if required, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at http://www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders in the US, the right to tender Shares is not being made available in any jurisdiction in the US in which the making of the Tender Offer or the right to tender such Shares would not be in compliance with the laws of such jurisdiction.
This announcement has not been approved, disapproved or otherwise recommended by the SEC or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the US.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 21 hours ago Savannah Energy
- 22 hours ago Buccaneer Energy PLC
- 23 hours ago Savannah Energy
- 23 hours ago Carclo
- 23 hours ago Schroder Japan Growth Fund