Statement Regarding Possible Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL ULTIMATELY BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

7 May 2025

Empresaria Group plc

Statement Regarding Possible Offer for Empresaria

Empresaria Group plc (AIM: EMR), the international specialist staffing group ("Empresaria" or the "Company" and, together with its subsidiary undertakings, the "Group"), confirms that it has received an unsolicited indicative offer from an entity to be incorporated and controlled by a consortium of individuals comprising Peter Gregory, Nigel Marsh and Ashok Vithlani (the "Consortium"), to acquire the entire issued and to be issued share capital of the Company (the "Possible Offer"). Ashok Vithlani is a director and shareholder in Interactive Manpower Solutions Pvt Ltd. (a subsidiary of the Company), the Group's Offshore Services business based in India.

The Possible Offer, which is subject to confirmation of funding and completion of due diligence, is payable as follows:

·      10 pence per ordinary share of 5 pence each in the share capital of Empresaria (the "Ordinary Shares"), paid in cash at completion of any offer ("Completion"); and

·      50 pence nominal per Ordinary Share, to be settled in unsecured loan notes redeemable for cash on the third anniversary of Completion. Such loan notes would attract an annual interest rate of 2.6%.  

The board of directors (the "Board") has carefully considered the Possible Offer, in conjunction with its advisers, and believes that it fundamentally undervalues the Company and its prospects.

In line with our previously stated strategy, the Board has conducted a number of exercises to assess the value of the Group's operations. These include indicative valuation ranges provided by third-party advisors and brokers for some of the Group's larger operations, indicative offers received for certain operations and the Board's collective knowledge of the industry and market.  Based on this, the Board is also of the view that the implied valuation of the Group, assessed on a break-up basis, is materially higher than the Possible Offer.

This assessment aligns with the Company's previous statements regarding valuation within the Offshore Services operation. Recent sector-specific M&A activity, such as Teleperformance's acquisition of PSG Global in late 2022, suggests that this division alone could have a significantly greater value than currently attributed to the entire Group.

Notwithstanding the views of the Board, the Company's two largest shareholders are aware of the Possible Offer and have encouraged the Board to explore options to realise value. The Board has, accordingly, decided to announce details of the Possible Offer to facilitate this.

This statement is being made by Empresaria without the prior agreement or approval of the Consortium.

It is emphasised that at this time there can be no certainty that any firm offer will be made for the Company, nor as to the terms on which any firm offer might be made.

Shareholders are advised to take no further action at this time in relation to the Possible Offer. Empresaria will make further announcements in due course as appropriate.

In accordance with Rule 2.6(a) of the Code, the Consortium is required, by no later than 5.00 p.m. on 4 June 2025, being the 28^th day following the date of this announcement, either to announce a firm intention that it will make an offer for Empresaria in accordance with Rule 2.7 of the Code or to 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 may be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

As a consequence of this announcement, an 'Offer Period' has now commenced in respect of the Company in accordance with the rules of the Code. The attention of the Company's shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

The individual responsible for releasing this announcement is Rhona Driggs, Chief Executive Officer of the Company.

Enquiries:

Notice related to financial advisers

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the Company in relation to the Possible Offer for the Company and is not acting for any other person in relation to such Possible Offer for the Company. Singer Capital Markets will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any possible offer for the Company or arrangement referred to herein.

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 Empresaria 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) Empresaria 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Empresaria 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 Empresaria or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Empresaria 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) Empresaria 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 p.m. (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 Empresaria 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 Empresaria and by any offeror and Dealing Disclosures must also be made by Empresaria, 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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.empresaria.com, by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Empresaria confirms that, as of close of business on 6 May 2025 (being the last business day prior to the release of this announcement), it had in issue 49,853,001 Ordinary Shares. Empresaria holds no shares in treasury. The International Securities Identification Number for the Ordinary Shares is GB00B0358N07.

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 whether pursuant to this announcement or otherwise or the solicitation of any vote in any jurisdiction.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.