THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER 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 ("MAR").

22 May 2025

Staffline Group plc

("Staffline" or the "Company")

Launch of Tranche 2 of the Share Buyback

Staffline Group plc, the recruitment group, today announces that further to the passing of the relevant resolution at the Company's AGM on 21 May 2025, and as per the Company's announcement regarding its Buyback on 25 February 2025, Staffline intends to commence Tranche 2 of its Buyback programme.

Tranche 1 of the Buyback completed on 15 April 2025 having purchased 15,517,851 Ordinary Shares for a total consideration of £4,843,094, at an average price of 31.2p per Ordinary Share.  Tranche 2 of the Buyback will be for up to 12,440,000 Ordinary Shares or a maximum consideration of £2,656,906, being the balance remaining of the aggregate Buyback consideration of £7.5 million, whichever is met first.  The Ordinary Shares purchased pursuant to the Buyback will be cancelled. 

Under the terms of the Buyback engagement letter entered into by the Company and Panmure Liberum at the commencement of the Buyback, the Buyback can be terminated by the Company in order to avoid the triggering of a mandatory offer under Rule 9 of the Takeover Code as a result of a person's interest in shares carrying 30% or more of the voting rights of Staffline. 

The Buyback under Tranche 2 is subject to the same price restrictions as Tranche 1 being a) the minimum price which may be paid for each Ordinary Share will be £0.10, and b) the maximum price (excluding expenses) which may be paid for each Ordinary Share will be the higher of: (i) an amount equal to 105 per cent of the average of the middle market quotations for the Ordinary Shares as derived from the AIM Appendix of the Daily Official List of London Stock Exchange plc for the five business days immediately preceding the day on which the purchase is made; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out. 

Shareholders should be aware that a purchase of Ordinary Shares by the Company on any trading day may represent a significant proportion of the daily trading volume in the Ordinary Shares and could exceed 25 per cent of the average daily trading volume of the preceding 20 business days. Should that be the case, the Company could exceed the pricing and/or volume restrictions as established by the Commission Delegated Regulation 2016/1052/EU (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) (the "Regulation") and therefore the Buyback may not fall within the safe harbour provisions of the Regulation.

As part of the Buyback, Panmure Liberum has been appointed to purchase the Ordinary Shares as principal.

For further information please contact:

Market Abuse Regulation:

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU) 2016/1055 and the UK version of such implementing regulation, the person responsible for arranging for the release of this Announcement on behalf of the Company is Daniel Quint, Chief Financial Officer.

About Staffline

Staffline is one of the UK's leading Recruitment groups. It has two divisions:

Recruitment GB

The Recruitment GB business is a leading provider of flexible blue-collar workers, supplying up to c.35,000 staff per day on average from around 400 sites, across a wide range of industries including supermarkets, drinks, driving, food processing, logistics and manufacturing.

Recruitment Ireland 

The Recruitment Ireland business is a leading end to end solutions provider operating across multiple industries, ten branch locations and ten onsite customer locations, supplying c.4,500 staff per day on average, and offering RPO, MSP, temporary and permanent solutions across public and private sectors throughout the island of Ireland.