Statement Regarding Possible Offer

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.

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.

• 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 28th 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.

Notice related to financial advisers

Rule 26.1 disclosure

Rule 2.9 disclosure

Additional Information