REG - Empresaria Group PLC - Irrevocable Undertaking and Letters of Intent

EmpresariaAnnouncement

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RNS Number : 3082P  Empresaria Group PLC  02 July 2025

DISCLOSURE UNDER RULE 2.10 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE")

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

2 July 2025

IRREVOCABLE UNDERTAKING AND LETTERS OF INTENT

in respect of a possible offer for

Empresaria Group plc

by

Planmatics Limited ("Planmatics")

Introduction

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 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 accrue an annual interest rate of 2.6% payable on the third
anniversary of Completion.

The Possible Offer may be implemented by way of a Court-sanctioned scheme of
arrangement ("Scheme") or a takeover offer ("Takeover Offer"). The full terms
of any offer will be set out in a formal Scheme document or Takeover Offer
document (the "Offer Document") addressed to the shareholders of the Company.

Support from certain major shareholders of Empresaria

Planmatics has received support for the Possible Offer from certain major
shareholders of Empresaria, as set out in more detail below. In aggregate,
Planmatics has received support from shareholders in respect of 28,421,849
ordinary shares (representing 57.01 per cent of the issued share capital of
Company as at 30 June 2025).

Irrevocable undertakings given by Hendrik M. van Heijst, Beleggingsclub 't
Stockpaert and Stichting Value Partners Family Office ("Heijst Shareholders")

On 30 June 2025, Planmatics received signed irrevocable undertakings from the
Heijst Shareholders to vote in favour (or procure the vote in favour) of any
Scheme or to accept the Takeover Offer, in respect of their entire holdings of
14,497,254 Ordinary Shares, representing approximately 29.08 per cent. of the
issued share capital of Empresaria as at 30 June 2025 (the "Irrevocable
Undertakings").

The Irrevocable Undertakings shall be deemed to include any further shares in
the capital of the Empresaria of which the Heijst Shareholders may become the
registered holders or beneficial owners of, or in respect of which the Heijst
Shareholders may otherwise become entitled to exercise all rights and
interests.

The Irrevocable Undertakings will cease to be binding on the earlier of:

a)   31 December 2025;

b)  if an offer or scheme document is not published within 28 days of the
release of a firm intention announcement under Rule 2.7 of the Code, in
accordance with the requirements of the Code (or within such longer period as
the Panel may permit);

c)   if the Possible Offer is withdrawn or lapses in accordance with its
terms, save where Planmatics exercises its right to switch between a Scheme
and a Takeover Offer; or

d)   if any event occurs or becomes known to Planmatics before dispatch of
any offer or scheme document, as a result of which the Panel agrees that
Planmatics need not proceed with the Possible Offer, and no new, revised or
replacement offer is announced.

Letter of intent given by Anthony Martin

On 27 June 2025, Anthony Martin signed non-binding letter of intent (the
"LOI"), received by Planmatic on 30 June 2025, confirming Mr Martin's
intention, as at the date of the letter, to vote in favour (or procure the
vote in favour) of any Scheme or to accept (or procure acceptance of) the
Takeover Offer in respect of his entire holding of 13,924,595 Ordinary Shares,
representing approximately 27.93 per cent. of the existing issued ordinary
share capital of the Company as at close of business on 30 June 2025.

Further announcements will be made, as appropriate, in due course.  The
Irrevocable Undertakings and LOI are available for viewing at
https://planmatics.net

Enquries

 Planmatics Limited                                                             corporate@planmatics.net
 CGL (Dubai) Limited - lead financial advisor to Planmatics and the Consortium  smahajan@cgl.ae (mailto:smahajan@cgl.ae)

 Sachin Mahajan                                                                 +971 50 222 4014

 Oak Securities Limited - financial adviser to Planmtics and the Consortium     +44 7733 117328

 Calvin Man

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.

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

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