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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

30 July 2025

STATEMENT OF NO INTENTION TO MAKE AN OFFER

for

Empresaria Group plc

by

Planmatics Limited ("Planmatics")

Introduction and background

On 7 May 2025, Empresaria Group plc (AIM: EMR), the international specialist staffing group ("Empresaria" or the "Company" and, together with its subsidiary undertakings, the "Group"), confirmed that it had received an unsolicited indicative offer from an entity, which has since been incorporated as Planmatics Limited, controlled by a consortium 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").

The Possible Offer, which was subject to confirmation of funding and completion of due diligence, was expected to be 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 were expected to attract an annual interest rate of 2.6%.  

Non-disclosure Agreement

Following the initial announcement made by the Company on 7 May 2025, the Consortium entered into prolonged negotiations with the Company to settle the terms of a non-disclosure agreement ("NDA") so as to gain access to due diligence information and documentation required to enable the Consortium to finalise the terms of the Possible Offer and to confirm the debt financing arrangements. The NDA was signed on 9 June 2025.  

Due Diligence Process

Whilst the Company had asserted that due diligence materials had already been collated and that it therefore would be in a position to provide these swiftly and effectively on signing of the NDA, upon accessing the data room it became apparent that very limited information had been provided and significant amounts of documentation and information had been withheld, thereby materially impeding the ability of the Consortium and their advisers to undertake the due diligence review.

In this context, shareholders of Empresaria should note that:

·     it took Empresaria 10 days following the signing of the NDA to start populating the relevant data room in the first instance;

·     despite assurances that Planmatics would be provided with around 80 per cent. of the documentation and information requested by 2 July 2025, the Board had only provided about 20 per cent. of the requested due diligence documentation; and

·     following multiple requests and the signing of various irrevocable undertakings and letters of support by certain Empresaria shareholders, the Company finally provided more substantial due diligence materials, amounting to about 500 documents, over the weekend of 19/20 July 2025 leaving Planmatics and its advisers very little time to complete their due diligence review ahead of the expiry of the latest PUSU deadline at 5.00 pm today, 30 July 2025.

The Consortium has continued to incur significant due diligence and process related costs to date in good faith and has tried to have an open and fair dialogue with the Company and its advisers.

No PUSU extension

At no point during the last month has the Company given the Consortium and its advisers any indication that it would not be extending the current PUSU deadline and the Consortium had therefore been under the impression that the PUSU deadline would be extended once more. The Consortium was only advised this morning that the board of the Company had decided not to extend the PUSU deadline thereby necessitating this announcement by Planmatics.

This is extremely disappointing, particularly in light of the strong support of the Possible Offer by the Company's shareholders, as evidenced by the fact that Planmatics had received irrevocable undertakings and letters of support from shareholders in respect of 34,966,310 ordinary shares (representing 70.14 per cent. of the issued share capital of the Company as at 29 July 2025)..

No intention to make a firm offer

As Planmatics had been prevented from undertaking meaningful due diligence by the Company until very recently, it was also unable to confirm the debt financing arrangements required for the Possible Offer by 5.00 pm today. Therefore, Planmatics does not intend to make an offer for Empresaria.  As a result, Planmatics, the Consortium and any person(s) acting in concert with them will be bound by the restrictions contained in Rule 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, Planmatics and the Consortium and any person(s) acting in concert with them reserve the right to set the restrictions in Rule 2.8 of the Code aside in the following circumstances:

a)   with the agreement of the board of directors of Empresaria;

b)   following the announcement by or on behalf of a third party of a firm intention to make an offer for Empresaria;

c)   if Empresaria announces a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

d)   where the Takeover Panel has determined that there has been a material change of circumstances.

Planmatics also reserves the right to acquire shares of Empresaria, subject to, and in accordance with, the Code and other applicable regulations.

Enquiries

Notice related to financial advisers

CGL (Dubai) Limited (regulated by the Dubai Financial Services Authority ("DFSA")), is acting as a lead financial advisor exclusively for Planmatics and the Consortium in relation to the Possible Offer and is not acting for any other person in relation to such Possible Offer for the Company.

OAK Securities (a trading name of Merlin Partners LLP) ("OAK"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Planmatics and the Consortium in relation to the Possible Offer and is not acting for any other person in relation to such Possible Offer for the Company.  OAK Securities will not be responsible to any other person for providing the protections afforded to customers of OAK Securities, nor for advising anyone other than Planmatics or the Consortium in relation to the Possible Offer.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://planmatics.net, 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.

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.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon publication of this announcement, such inside information will be considered to be in the public domain.