Back to catalogue
№ 428 24 filings · 2021-11-03 → 2026-07-30

WILMINGTON PLC

WIL
Media Share price 266p Market cap £238m Overall fit 460 /1000

Reasonable valuation (10.7x fwd P/E) and modest downside risk, but AI-receiver thesis is narrative-only with no disclosed revenue uplift, and the operating-leverage profile is services + SaaS hybrid rather than pure platform. Fits parts of the strategy but not a top-band buy.

Fair value range 285p–365p Mid case · £291m
Absolute upside +22.1% vs current market cap
Conviction 3/5 confidence in undervalued call
Supports the call
  • Consistent FY trading-update beats vs. consensus (FY22-FY26)
  • Specific recurring-revenue metrics: 73% repeat, 99% retention at Axco/Pendragon, 70%+ ARR at Conversia
  • Clean P/E methodology appropriate for subscription-led information services
Limits the call
  • Large and persistent gap between statutory and adjusted PBT (recurring 'strategic' adjusting items)
  • Conversia integration only one month old at latest reporting; FY27 leverage path depends on it
Methodology

Forward adjusted P/E (11-14x) with EV/EBITDA cross-check

In one line · bull case

A disciplined GRC roll-up with 73% repeat revenue, consistent earnings beats and a reasonable 10.7x forward multiple, offering ~15-25% upside once Conversia integration proves out.

In one line · biggest risk

The AI/RegTech platform narrative is extensively marketed but not yet linked to any disclosed revenue uplift, so a de-rating is possible if the thesis flips from 'quality compounder' to 'ordinary services roll-up'.

Drivers
AI beneficiary 40 /100
Markets a proprietary RegTech + ARIA/MCP AI platform and proprietary regulatory data that AI cannot scrape, but no AI-attributable revenue or margin uplift is yet disclosed.
Operating leverage 55 /100
Mixed services + SaaS; 73% repeat revenue and central platform create some leverage, but training/events scale variable costs with revenue.
Earnings vs expectations 68 /100
Consistent slight beats vs consensus every FY from FY22-FY26 with no profit warnings.
Growth momentum 60 /100
~4% organic growth plus M&A — reported growth 11-37% depending on year; mid-single-digit organic base.
Moat 55 /100
Regulatory authority, proprietary data behind firewalls, 99% retention in flagship subs — real but narrow and brand-specific.
Earnings quality 55 /100
Cash conversion 70-107%, but recurring 'strategic' adjusting items (£5-9m/yr) and heavy goodwill (£166m) are watch items.
Management quality 65 /100
Mark Milner has executed a clear portfolio-rotation strategy with disciplined disposals and transparent reporting.
Cyclicality 25 /100
GRC/compliance demand is driven by regulation volume — essentially non-cyclical with mild counter-cyclical bias.
Leverage 45 /100
Net debt £53.1m / 1.7x EBITDA post-Conversia; covenants are quarterly tested but headroom is adequate.
Value-trap signals · 3
  • Persistent gap between statutory PBT (£16.4m FY25) and adjusted PBT (£25.5m) via recurring 'strategic activities' adjusting items
  • Goodwill £166m vs net assets £107m post-Conversia creates impairment risk (FY24 already saw a £4.4m goodwill writedown)
  • Growth model dependent on continuous M&A — standalone organic growth is only 3-4%

Wilmington plc (WIL) — Investment Research Note

Executive summary

Wilmington is a UK-listed Governance, Risk & Compliance ("GRC") RegTech services group selling regulated training, regulation intelligence and data subscriptions to legal, HSE, data-privacy and financial-services customers, built via continuous portfolio rotation (acquisitions of Astutis, Phoenix H&S, Conversia; disposals of Healthcare, APM, MiExact, AMT, Inese, FRA). Across FY22–FY26 the group has delivered sustained mid-single-digit organic revenue growth and double-digit profit growth, with FY26 reported revenue expected at £120.0m (+34%) and adjusted PBT of at least £31.0m, slightly ahead of £30.5m consensus 2026-07-30 trading statement. The most important point for valuation today is that the recent £105.2m Conversia deal (Dec 2025) has shifted the balance sheet from net cash to net debt of £53.1m / 1.7× EBITDA while materially raising the recurring-revenue mix (73% repeat; 70%+ ARR at Conversia), and the shares at 277p trade on ~10.7× forward adjusted P/E — reasonable, not demanding.

Fair value estimate

  • Methodology: forward adjusted P/E, cross-checked with EV/EBITDA. FY26 adjusted PBT £31m, 25% tax → ~£23.3m earnings → adjusted EPS ~26p on 89.7m shares.
  • Range: at 11–14× fwd adjusted EPS (fair for a 73%-repeat, 1.7×-levered, mid-single-digit organic GRC business), fair value = 285p – 365p per share, mid 325p.
  • Implied market cap: £255m – £327m (mid £291m); EV ~£310m–£380m, implying 9.5–11.5× FY26 EBITDA (£33m).
  • Current market cap: £254.4m at 277p.
  • Upside to midpoint: ~+17% (range: –3% to +32%).

Sector context

Confirmed: Consumer Discretionary / Media (ICB) — though operationally this is better described as a diversified B2B information/training/compliance services group (vertical GRC SaaS + regulated training). Quality (recurring revenue, retention 99% in Axco/Pendragon 2026-02 half-year) is above typical "Media" peers; growth is in line with information-services peers; leverage is now moderate vs. previously net-cash. Comparable peers: RELX (much larger regulated data/analytics), RWS Holdings (compliance-adjacent), Marlowe (UK GRC services), Begbies Traynor (compliance/insolvency).

Investment thesis

  1. Portfolio has been systematically upgraded toward higher-quality recurring revenue. Over five years the group has disposed of lower-margin units (Healthcare, APM, MiExact, AMT, Inese, now FRA) and acquired subscription-led GRC businesses (Astutis, Phoenix H&S, Conversia with >70% ARR). Repeat revenues are now 73% of ongoing, up from 69% in FY22 2026-02 half-year; 2022-02 half-year.
  2. Earnings track record of consistent slight beats against guidance and consensus (FY23 adj PBT £24.3m vs £22.8m consensus; FY24 £27.6m vs £27.3m; FY25 £27.7m vs £27.0m; FY26 ≥£31.0m vs £30.5m). Supports management credibility and the ability to compound earnings 2023-07, 2024-07, 2025-07, 2026-07 trading statements.
  3. Valuation discipline is intact at current price — ~10.7× FY26 adjusted P/E with a 2× dividend-covered yield (c.4%), fair for a 73%-repeat regulatory-information business. The Conversia deal is already running "ahead of forecast" 2026-02 half-year so FY27 EPS accretion is likely before organic growth normalises leverage back below 2×.

Key risks

  1. "RegTech / AI platform" claims are not yet quantified in revenue. ARIA and the MCP-based platform are described extensively but no AI-attributable revenue, cross-sell uplift or margin benefit is disclosed 2026-02 half-year. Risk is overstated technology narrative masking a services-heavy mix.
  2. Integration and leverage. Net debt rose from £42m net cash to £53m net debt in six months (via a £105m foreign-currency acquisition hedged with Euro-denominated loan) — the Facilities Agreement contains quarterly adjusted-leverage and interest-cover covenants 2025-11-28 Conversia completion. Any Conversia stumble, FX move, or softer FY27 trading could pressure covenant headroom.
  3. Earnings quality — persistent adjusting items. Adjusted PBT bridges include £8.6m of "strategic" adjusting items in FY25 and £5.4m in H1 FY26 (earnouts + transaction costs), plus goodwill now £166m vs £107m net assets — most of FY26 statutory PBT (£16.4m FY25) is well below adjusted (£25.5m) 2026-02 half-year.

Operating leverage

Wilmington is a mixed-leverage business: subscription brands (Axco, Pendragon, Conversia) carry software-like economics (70%+ recurring revenue, 99% retention), while HSE training (Astutis, Phoenix) and events (FRA, now being sold) are more variable-cost services. Group-level ongoing EBITA margin ran at 25–27% in FY25 and compressed 4ppt in H1 FY26 as acquisitions "have not yet reached the 30% operating margins of existing businesses" 2026-02 half-year — explicit evidence of embedded leverage once newly acquired units are migrated onto the single platform. The "Built Once, Use Many Times" platform rhetoric points to central fixed-cost absorption as more brands migrate (Phoenix is next; five brands already on it). On a +10–20% revenue surprise, with central/platform costs largely fixed and ~70%+ incremental gross margin on subscription uplift, operating profit could plausibly rise ~25–50% — meaningful but not transformational. This is NOT a pure-platform operating-leverage profile; it's a services + SaaS hybrid.

Value-trap signals

  • Reported statutory PBT (£16.4m FY25) is less than two-thirds of adjusted (£25.5m) due to recurring "strategic activities" costs — the gap has persisted every year since FY21.
  • Heavy goodwill (£166m) relative to tangible equity after Conversia; a Phoenix H&S or Conversia impairment is a credible left-tail (FY24 saw a £4.4m goodwill impairment already).
  • Transformation story requires continuous M&A: without further bolt-ons, organic growth has been ~3–4% — not high enough to re-rate the multiple on its own.

Earnings vs. expectations

Management guides to consensus and the FY-end trading updates have consistently landed slightly ahead:

  • FY22: £20.7m adj PBT, "ahead of expectations" 2022-07 trading update.
  • FY23: £24.3m vs £22.8m consensus, "ahead of expectations" 2023-07 trading statement.
  • FY24: £27.6m vs £27.3m consensus 2024-07 trading statement.
  • FY25: £27.7m vs £27.0m consensus 2025-07 trading statement.
  • FY26 (preliminary): "at least £31.0m" vs £30.5m consensus 2026-07 trading statement.

Pattern: a disciplined cadence of small beats, no profit warnings in the covered period. H1 FY25 and FY25 full-year both delivered double-digit profit growth; H1 FY26 showed adjusted PBT flat (£11.8m) as expected due to acquisition dilution.

Conviction

3 / 5 — moderate.

Anchoring factors: (i) long and consistent beat track record; (ii) subscription/retention metrics are specific and well-disclosed (99% at Axco/Pendragon; 70%+ ARR at Conversia); (iii) P/E methodology is unambiguous for this business.

Limiting factors: (i) heavy goodwill and recurring adjusting items create a wide gap between statutory and adjusted earnings — makes "normalised" EPS a judgment call; (ii) FY27 margins and leverage path depend on Conversia integration which is only one month in at reporting date.

Driver scoring and overall

Filings consulted · 28

Every document the LLM read for this note. Click any row to open the source.

  1. 2026-07-30Trading Statement2026-07-30_9694681_trading-statement.md0.85
  2. 2026-02-26Half Year Financial Report2026-02-26_9447570_half-year-financial-report.md0.77
  3. 2026-02-11Notice OF Half Year End Results2026-02-11_9426427_notice-of-half-year-end-results.md0.77
  4. 2026-01-21Notice OF Half Year Results2026-01-21_9372496_notice-of-half-year-results.md0.77
  5. 2025-12-05Acquisition OF Conversia Completed2025-12-05_9278526_acquisition-of-conversia-completed.md0.64
  6. 2025-11-28Acquisition OF Conversia Cleared TO Complete2025-11-28_9263803_acquisition-of-conversia-cleared-to-complete.md0.64
  7. 2025-11-25Result OF Agm2025-11-25_9255705_result-of-agm.md0.26
  8. 2025-08-12Proposed Acquisition OF Conversia2025-08-12_9045662_proposed-acquisition-of-conversia.md0.49
  9. 2025-07-30Statement IN Relation TO A Potential Acquisition2025-07-30_9011198_statement-in-relation-to-a-potential-acquisition.md0.49
  10. 2025-07-23Trading Statement2025-07-23_8993155_trading-statement.md0.55
  11. 2025-02-17Half Year Report2025-02-17_8738455_half-year-report.md0.58
  12. 2025-01-17Notice OF Half Year Results2025-01-17_8694563_notice-of-half-year-results.md0.58
  13. 2024-11-28Result OF Agm2024-11-28_8578626_result-of-agm.md0.20
  14. 2024-10-25Acquisition OF Phoenix Health Amp Safety2024-10-25_8507873_acquisition-of-phoenix-health-amp-safety.md0.49
  15. 2024-07-24Trading Statement2024-07-24_8326963_trading-statement.md0.38
  16. 2024-02-19Half Year Report2024-02-19_8043327_half-year-report.md0.41
  17. 2024-01-18Notice OF Half Year Results2024-01-18_7996052_notice-of-half-year-results.md0.41
  18. 2023-11-23Acquisition OF Astutis Ltd BY Wilmington Plc2023-11-23_7899492_acquisition-of-astutis-ltd-by-wilmington-plc.md0.34
  19. 2023-11-22Result OF Agm2023-11-22_7897562_result-of-agm.md0.14
  20. 2023-07-26Trading Statement2023-07-26_7654883_trading-statement.md0.21
  21. 2023-02-20Half Year Report2023-02-20_7485770_half-year-report.md0.23
  22. 2023-01-24Notice OF Half Year End Results2023-01-24_7155128_notice-of-half-year-end-results.md0.23
  23. 2022-11-23Result OF Agm2022-11-23_7176494_result-of-agm.md0.07
  24. 2022-07-27Year End Trading Update2022-07-27_7179635_year-end-trading-update.md0.21
  25. 2022-02-21Half Year Report2022-02-21_6884961_half-year-report.md0.23
  26. 2022-01-27Trading Update2022-01-27_6996560_trading-update.md0.21
  27. 2021-11-03Result OF Agm2021-11-03_6658912_result-of-agm.md0.07
  28. 2021-11-03Agm Statement2021-11-03_6657842_agm-statement.md0.10

This research note was authored by a large language model after reading 24 regulatory filings published between 2021-11-03 and 2026-07-30. Each citation refers to a specific RNS announcement in the underlying data set. The note is an opinion, not advice. Do your own work before risking capital.