REG - Planmatics Ltd Empresaria Group PLC - Statement re No Intention to Make an Offer

EmpresariaAnnouncement

Wed 17:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250730:nRSd2602Ta&default-theme=true

RNS Number : 2602T  Planmatics Ltd  30 July 2025

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

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

 Sachin Mahajan                                                                 +971 50 222 4014
 Oak Securities - financial advisor to Planmatics and the Consortium            calvin.man@oak-securities.com

 Calvin Man                                                                     +44 7733 117328

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OTTBUGDRLUXDGUG