REG - Empresaria Group PLC - Statement Regarding Possible Offer

EmpresariaAnnouncement

Wed 11:15

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RNS Number : 6999H  Empresaria Group PLC  07 May 2025

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:

 Empresaria Group plc                                                      via Singer Capital Markets
 Rhona Driggs, Chief Executive Officer
 Tim Anderson, Chief Financial Officer
 Singer Capital Markets (Financial Adviser, Nominated Adviser and Broker)  +44 (0)20 7496 3000
 Alex Bond / Peter Steel / Oliver Platts

 

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.

 

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