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:

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

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).

Rule 26.1 disclosure

Additional Information