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 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 THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF THE UK DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

FOR IMMEDIATE RELEASE.

22 October 2025

Legacy UK Holdings Limited

Statement regarding Empresaria Group plc

Further to the announcements by Empresaria Group plc ("Empresaria") on 30 July 2025, 26 August 2025 and 24 September 2025 regarding a conditional and non-binding indicative offer from Legacy UK Holdings Limited ("Legacy") of 62 pence per ordinary share in cash (the "Possible Offer"), and following the changes to the board of directors of Empresaria ("Empresaria Board") on 15 October 2025, Legacy no longer believes it has the requisite support from the new Empresaria Board or from shareholders of Empresaria for its Possible Offer. As a result, Legacy confirms that it does not intend to make an offer for Empresaria.

This is a statement to which Rule 2.8 of the Code applies. Accordingly, Legacy and any person(s) acting in concert with it will, except with the consent of the Panel on Takeovers and Mergers (the "Panel"), be bound by the restrictions set out in Rule 2.8 of the Code.

For the purpose of Rule 2.8 of the Code, Legacy, and any person(s) acting in concert with it, reserves the right to make or participate in an offer for Empresaria (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months of the date of this announcement:

(i)   with the agreement of the Empresaria Board;

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

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

(iv)  if there has been a material change of circumstances (as determined by the Panel).

Enquiries:

Important Notices

Zeus Capital Limited ("Zeus"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser for Legacy and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Legacy for providing the protections afforded to clients of Zeus, nor for providing advice in relation to any matter referred to herein.

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.