Business
Statement Regarding Possible Offer
Statement Regarding Possible Offer.
About this update from Empresaria Group Plc
[{"type":"text","content":"\n\nNOT 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 THAT JURISDICTION.\n \nTHIS 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. \n \nTHIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.\n \n7 May 2025\n \nEmpresaria Group plc\n \n \nStatement Regarding Possible Offer for Empresaria\n \n 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.\n \nThe Possible Offer, which is subject to confirmation of funding and completion of due diligence, is payable as follows:\n \n· 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\n· 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%. \n \nThe 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.\n \nIn line with our previously stated strategy, the Board has conducted a number of exercises to assess the value of the Group's operations. These inclu...