Extension of PUSU Deadline
Circle8 made revised all-cash offer proposal; PUSU deadline extended to 21 October 2026 for firm decision.
Select text to share a quote on X · sign in to keep highlights & notes in your STEM notes
On 9 September 2026, the Company announced that it had received an approach from Circle8 Group Inc. ("Circle8") regarding a possible all cash offer for the entire issued and to be issued ordinary share capital of SThree.
In accordance with Rule 2.6(a) of the Code, Circle8 is currently required, by not later than 5.00 p.m. (London time) on 7 October 2026 (the "PUSU Deadline"), either to: (i) announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for the Company.
Today, Circle8 made a revised proposal to the Company regarding an improved all cash offer for the Company (the "Revised Proposal"). The Revised Proposal is subject to the satisfaction or waiver of a number of customary pre-conditions, including completion of confirmatory due diligence, confirmation of proposed financing arrangements and agreement of definitive transaction documentation. As part of the Revised Proposal, Circle8 has requested that the Board of SThree plc extend the PUSU Deadline.
Accordingly, in order to assess whether an acceptable proposal can be tabled, on terms that the Board of SThree would be minded to recommend, the Board has requested, and the Panel on Takeovers and Mergers (the "Panel") has consented to, a 14-day extension of the PUSU deadline to facilitate engagement to allow Circle8 to undertake limited due diligence to confirm the Revised Proposal and provide assurances around financing structure and deliverability.
In accordance with Rule 2.6(a) of the Code, Circle8 is required, by not later than 5.00 p.m. (London time) on 21 October 2026, to either announce a firm intention to make an offer for the Company 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 only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
There can be no certainty that any firm offer for the Company will be made, nor as to the terms on which any offer will be made. A further announcement will be made if and when appropriate.
| Goldman Sachs International Khamran Ali Chris Emmerson Lorenzo Carlino | +44 (0) 20 7774 1000 |
| Investec Luke Spells Henry Reast | +44 (0) 20 7597 5970 |
| Berenberg Toby Flaux Michael Burke | +44 (0) 20 3207 7800 |
| Alma Strategic Communications Rebecca Sanders-Hewett Hilary Buchanan Sam Modlin Rose Docherty Clifford Chance LLP is acting as legal adviser to SThree plc. | +44 (0) 20 3405 0205 SThree@almastrategic.com |
Rule 26.1 disclosure
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.