REG - Legacy UK Holdings Empresaria Group PLC - Statement of no intention to make an offer

EmpresariaAnnouncement

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RNS Number : 4451E  Legacy UK Holdings Limited  22 October 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 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 THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU, WHICH IS PART OF THE UK DOMESTIC LAW PURSUANT TO THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

FOR IMMEDIATE RELEASE.

22 October 2025

Legacy UK Holdings Limited

Statement regarding Empresaria Group plc

Further to the announcements by Empresaria Group plc ("Empresaria") on 30 July
2025, 26 August 2025 and 24 September 2025 regarding a conditional and
non-binding indicative offer from Legacy UK Holdings Limited ("Legacy") of 62
pence per ordinary share in cash (the "Possible Offer"), and following the
changes to the board of directors of Empresaria ("Empresaria Board") on 15
October 2025, Legacy no longer believes it has the requisite support from the
new Empresaria Board or from shareholders of Empresaria for its Possible
Offer. As a result, Legacy confirms that it does not intend to make an offer
for Empresaria.

This is a statement to which Rule 2.8 of the Code applies. Accordingly, Legacy
and any person(s) acting in concert with it will, except with the consent of
the Panel on Takeovers and Mergers (the "Panel"), be bound by the restrictions
set out in Rule 2.8 of the Code.

For the purpose of Rule 2.8 of the Code, Legacy, and any person(s) acting in
concert with it, reserves the right to make or participate in an offer for
Empresaria (and/or take any other action which would otherwise be restricted
under Rule 2.8 of the Code) within six months of the date of this
announcement:

(i)   with the agreement of the Empresaria Board;

(ii)   following the announcement of a firm intention to make an offer for
Empresaria by or on behalf of a third party;

(iii)  if Empresaria announces a Rule 9 waiver proposal (as described in Note
1 on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined
in the Code); or

(iv)  if there has been a material change of circumstances (as determined by
the Panel).

 

Enquiries:

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

 Jake Walker

Important Notices

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.

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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