REG - Empresaria Group PLC - Possible Offer from Legacy UK Holdings

EmpresariaAnnouncement

Wed 17:30

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RNS Number : 2678T  Empresaria Group PLC  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 2.4 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

30 July 2025

Empresaria Group plc

Possible Offer from Legacy UK Holdings

Empresaria Group plc (AIM: EMR), the international specialist staffing group
("Empresaria" or the "Company" and, together with its subsidiary
undertakings, the "Group") notes the announcement released by Planmatics
Limited, controlled by a consortium comprising Peter Gregory, Nigel Marsh and
Ashok Vithlani (the "Consortium") confirming that it does not intend to make
an offer for Empresaria. As a result, the Consortium is bound by the
restrictions set out in Rule 2.8 of the City Code on Takeovers and Mergers
(the "Code").

Separately, the Company today announces that it has received a non-binding
indicative proposal regarding a possible cash offer by Legacy UK Holdings
Limited ("Legacy"), for the entire issued and to be issued share capital of
Empresaria at a price of 62 pence per ordinary share ("Ordinary Share"),
payable in cash on completion (the "Possible Offer").

Noting the previously announced views of the Company's two largest
shareholders who have encouraged the Board to explore options to realise
value, the board of directors of Empresaria (the "Board") has conducted a
review of the market with a view to soliciting further interest in the
Company. The Board is of the belief that the Possible Offer represents the
highest value currently on offer to shareholders. Accordingly, the Board has
confirmed to Legacy that the Possible Offer is at a price level at which it is
minded to unanimously recommend that shareholders accept, subject to the
agreement of customary terms and conditions and should a firm intention to
make an offer pursuant to Rule 2.7 of the Code be announced on such terms.

The Possible Offer would value the diluted share capital of Empresaria at
approximately £33.4 million and represents a premium of 148.0% to the closing
price of 25 pence per Ordinary Share on both 29 July 2025, being the last
practicable date, and 6 May 2025 being the day prior to the Offer Period (as
defined in the Code) commencing.

For the purposes of Rule 2.5(a) of the Code, Legacy reserves the right to vary
the form and/or mix of the offer consideration, vary the transaction structure
and also reserves the right to make an offer on less favourable terms than 62
pence per Ordinary Share:

i.    with the recommendation or consent of the Board of Empresaria;

ii.    if Empresaria announces, declares or pays any dividend or any other
distribution to shareholders, in which case Legacy will have the right to make
an equivalent reduction in its offer terms; or

iii.   in the event of an announcement by Empresaria of a Rule 9 waiver
transaction, pursuant to Appendix 1 of the Code or a reverse takeover (as
defined in the Code).

The Possible Offer is subject to the satisfaction or waiver by Legacy of a
number of pre-conditions, including the satisfactory completion of customary
due diligence and the unanimous recommendation of the Board of Empresaria. For
the purposes of Rule 2.5(c) of the Code, Legacy has reserved the right to
waive or treat such pre-conditions as satisfied.

This announcement has been made by Empresaria with the consent of Legacy.

In accordance with Rule 2.6(a) of the Code, Legacy is required, by not later
than 5:00 p.m. on 27 August 2025 to either announce a firm intention to make
an offer for Empresaria in accordance with Rule 2.7 of the Code or 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
can be extended with the consent of the Panel in accordance with Rule 2.6(c)
of the Code.

As a consequence of this announcement, the Company remains in an 'Offer
Period' in accordance with the rules of the Code. The attention of
Empresaria's shareholders is drawn to the disclosure requirements of Rule 8 of
the Code, which are summarised below.

There can be no certainty that an offer will be made.

The individual responsible for releasing this announcement is Rhona Driggs,
Chief Executive Officer of the Company.

 

Enquiries:

 Empresaria Group plc                                                       Via Canaccord Genuity
 Rhona Driggs, Chief Executive Officer

 Tim Anderson, Chief Financial Officer

 Canaccord Genuity (Financial Adviser, Rule 3 Adviser and Joint Broker to   Tel: +44 (0) 20 7523 8300
 Empresaria)
 Chris Robinson

 Ben Spencer

 Bobbie Hilliam

 Harry Rees

 Singer Capital Markets (Nominated Adviser and Joint Broker to Empresaria)  Tel: +44 (0) 20 7496 3000
 Alex Bond

 Peter Steel

 Oliver Platts
 Alma Strategic Communications (Financial PR to Empresaria)                 Tel: +44 (0) 20 3405 0205

 Sam Modlin                                                                 empresaria@almastrategic.com

 Rebecca Sanders-Hewett

 Will Merison
 Zeus (Financial Adviser to Legacy)                                         Tel: +44 (0)161 831 1512
 James Edis

 Jacob Walker

 

Notice related to financial advisers

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the United
Kingdom, is acting as financial adviser to Empresaria and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Empresaria for providing the protections
afforded to clients of Canaccord Genuity nor for providing advice in
connection with the matters referred to herein. Neither Canaccord Genuity nor
any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Canaccord Genuity in connection with this announcement, any
statement contained herein, any offer or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated by the FCA, is acting as nominated adviser to the
Company and no one else in connection with the matters described in this
announcement. 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. Neither
Singer Capital Markets nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Singer Capital Markets in connection with
this announcement, any statement contained herein, any offer or otherwise.

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.

Rule 2.4 disclosure

In accordance with Rule 2.4(c)(iii) of the Code, Legacy confirms that there
are no dealings in Empresaria shares that would require a minimum level, or
particular form, of consideration that it would be obliged to offer under Rule
6 or Rule 11 of the Code (as appropriate).

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.

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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