Last checked at 30 Apr 2009 07:00
PRESS RELEASE - Embargoed until 0700 Thursday 30 April 2009
EMPRESARIA RAISES £2.8 MILLION TO FUND GROWTH BUSINESSES
CRAWLEY, UK; 30 April 2009:- Empresaria Group plc, the AIM-quoted international staffing group, has conditionally raised £2.8 million through an oversubscribed placing of new shares at 28p per share to fund its growing international businesses and enable it to maintain the infrastructure and management resource required to take advantage of any market upturn. Tony Martin and Miles Hunt, Chairman and Chief Executive respectively, are participating in the placing with Tony Martin investing £1 million to acquire 3,571,429 new shares.
Empresaria Chief Executive Miles Hunt said: "The new funds raised will give us greater financial flexibility and better enable us to support some of our growing businesses in emerging markets as well as strengthen the Group in anticipation of the inevitable and eventual market upturn. Raising new funds at a share price materially higher than the one month and three month average closing prices reflects a high level of support from shareholders and investors and is an indication of their confidence in the future prospects of the Group."
Shareholder approval for the transaction will be sought at an EGM on 18 May 2009.
ENDS
Editor's Notes
About Empresaria
* Empresaria operates out of 20 countries and approximately 135 offices and has over 1,000 internal staff.
* 60% of the Group's net fee income is generated outside the UK, and over 75% of net fee income is generated from temporary and contract business
* Empresaria applies a management equity philosophy and business model with each group company management team holding significant equity in its own business
For further information contact:
| Miles Hunt | |
| Chief Executive, Empresaria Group plc | 01293 649 900 |
| | |
| Stuart Kilpatrick | |
| Finance Director, Empresaria Group plc | 01293 649 900 |
| | |
| Nicholas How | |
| Singer Capital Markets Limited | 020 3205 7620 |
EMPRESARIA GROUP PLC ("Empresaria", the "Company" or the "Group")
PLACING OF 10 MILLION NEW ORDINARY SHARES TO RAISE £2.8 MILLION BEFORE EXPENSES
AND
NOTICE OF GENERAL MEETING
Empresaria, the AIM-quoted international specialist staffing company, today announces that it has conditionally raised £2.8 million before expenses in an oversubscribed placing of 10 million new ordinary shares of 5p each (the "Placing Shares") at 28p per share (the "Placing Price") (the "Placing").
Summary of the Placing
Placing of 10 million new ordinary shares at 28p per share to raise approximately £2.7 million net of expenses
The Placing is a related party transaction due to the participation of certain related parties of the Company for the purposes of the AIM Rules. The Independent Directors, having consulted with the Company's nominated adviser, consider the Placing to be fair and reasonable insofar as the shareholders are concerned
Proceeds of the Placing will be used:
to strengthen the Company's balance sheet;
to support the funding requirements of the Group's businesses still in the early stages of development;
to allow the Group to invest in growth opportunities that exist within the Group; and
to enable the Group to maintain the infrastructure and management resources required to take advantage of the upturn when it eventually occurs.
A circular containing a notice of a general meeting of the Company convened for 10.00a.m. on 18 May 2009 will be sent to shareholders of the Company today outlining the terms of the Placing and seeking shareholder approval to enable the Directors to allot the Placing Shares in connection with the Placing on a non pre-emptive basis. Application will be made for admission of the Placing Shares to trading on AIM and it is expected that admission will become effective and that dealings will commence at 8.00a.m. on 19 May 2009.
Miles Hunt, Chief Executive of Empresaria commented: "The new funds raised will give us greater financial flexibility and better enable us to support some of our growing businesses in emerging markets as well as strengthen the Group in anticipation of the inevitable and eventual market upturn. Raising new funds at a share price materially higher than the one month and three month average closing prices reflects a high level of support from shareholders and investors and is an indication of their confidence in the future prospects of the Group."
Enquiries:
| Miles Hunt | |
| Chief Executive, Empresaria Group plc | 01293 649 900 |
| | |
| Stuart Kilpatrick | |
| Finance Director, Empresaria Group plc | 01293 649 900 |
| | |
| Nicholas How | |
| Singer Capital Markets Limited | 020 3205 7620 |
Singer Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as the Company's nominated adviser and broker in connection with the proposed admission to AIM of the Placing Shares. Singer Capital Markets Limited's responsibilities as the Company's nominated adviser and broker under the AIM Rules are owed solely to London Stock Exchange plc and are not owed to the Company or to any Director or to any other person whether in respect of such person's decision to acquire shares in the Company, in relation to any part of this document or otherwise and Singer Capital Markets Limited is advising the Company and no one else in relation to the proposed admission to AIM of the Placing Shares and will not be responsible to any person other than the Company for providing the protections afforded to its clients nor for advising any other person in relation to the proposed admission to AIM of the Placing Shares.
This announcement has been issued by the Company and is the sole responsibility of the Company.
PLACING OF 10 MILLION NEW ORDINARY SHARES TO RAISE £2.8 MILLION BEFORE EXPENSES
AND
NOTICE OF GENERAL MEETING
Introduction
Empresaria is pleased to announce that it has conditionally raised £2.8 million before expenses through an oversubscribed placing of 10 million new Ordinary Shares at 28p per share.
Due to the size of the Placing, the Board is required to obtain Shareholder approval to grant the Directors authority to allot the Placing Shares and to disapply the statutory pre-emption rights contained in section 89 of the Companies Act 1985. A notice convening a General Meeting to be held at the offices of Singer Capital Markets, One Hanover Street, London W1S 1YZ at 10.00a.m. on 18 May 2009, at which the Directors will seek Shareholders' approval of the Resolution to approve the Placing, will today be posted to Shareholders.
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and it is expected that admission will become effective and that dealings will commence at 8.00a.m. on 19 May 2009.
Background to and reasons for the Placing
As announced with the Group's final results for the year ended 31 December 2008 on 31 March 2009, the Group achieved strong growth in revenue and gross profit in what was an increasingly challenging global economic environment.
The Group is in the early stages of its development and investment is heavily focused on emerging economies and staffing markets. Given that the Group's market share in each of its geographical territories is relatively small, this leaves significant scope for expansion. This notwithstanding, the Board is realistic as to the current market challenges and any assessment of outlook for 2009 is difficult given the prevailing uncertain economic outlook.
The following are important considerations in relation to the Placing:
as at 31 December 2008, the Group reported net debt of £9.1 million against total available banking facilities of £30.2 million. In addition to reported net debt, the Group had non-recourse invoice financing liabilities of £8.6 million which are included in the debt calculation when considering cumulative Group banking facilities. The Group operates comfortably within its covenants and has headroom within its global facilities. Nevertheless, the current economic downturn is hard to predict in terms of any possible further deterioration or the timing of an upturn. The Group debt position could therefore be aggravated by adverse economic changes or a prolonged continuation of existing conditions, beyond the Board's current prudent expectations, which could affect the Group's trading;
a number of the Group's businesses, particularly in emerging markets, are still in the early stages of development. They require some continued funding for growth, particularly working capital support, but rely on the Group to provide this assistance where there is an absence of local bank relationships. In the opinion of the Directors, it is important to ensure that the Group's growth businesses retain access to the necessary capital and also, as a result, that the local management teams and partners remain motivated; and
the staffing sector is expected by the Board to be one of the first to recover when economic conditions improve, and the opportunity for Empresaria is to ensure that the Group is strongly positioned when that upturn occurs. Whilst prompt and decisive action has been taken to equip the business for a more demanding market in 2009 and the Board continues to focus on cost savings and the preservation of the Group's cash resources, the Board is concerned to avoid short term cash considerations becoming detrimental to the Group's rate of recovery and growth in the upturn.
In summary, therefore, in an uncertain economic environment, it is important to protect the Company through increasing its cash balances, strengthening its balance sheet and ensuring the Group can capitalise on its exciting medium to longer term opportunities.
Use of proceeds
The funds raised will be used to strengthen the Company's balance sheet, to support the funding requirements of the Group's businesses still in the early stages of development, to allow the Group to invest in growth opportunities that exist within the Group and to enable the Group to maintain the infrastructure and management resource required to take advantage of the upturn when it eventually occurs.
The funds will not be used for speculative investment outside the Group.
Current trading
At the time of the announcement, on 31 March 2009, of the Group's final results for the year ended 31 December 2008, the Company provided the following statement:
"With the steps that have already been taken and that are planned to shield the Group against the present slowdown and with the growth opportunities that are apparent even now, Empresaria has started the current year with optimism, although we are, at the same time, realistic as to the current market challenges. Any assessment of outlook for the year is difficult given the prevailing uncertain economic outlook; however, the Board remains confident of the prospects of the Group."
The Directors confirm that there has been no change to the outlook since the announcement of the Group's final results referred to above.
Details of the Placing
The Company is proposing to raise in total approximately £2.7 million net of expenses by means of the Placing. Singer Capital Markets has agreed to act as agent for Empresaria in respect of those Placing Shares which have been conditionally placed pursuant to the Placing Agreement. The Placing Shares have already been conditionally subscribed by or placed with existing and new investors.
The Placing Shares are equivalent to approximately 29.2 per cent. of the Company's existing issued share capital and would, when issued, represent approximately 22.6 per cent. of the Company's Enlarged Share Capital.
The Placing Price of 28p per Placing Share represents a discount of approximately five per cent. to the closing middle market quotation of an Ordinary Share (as derived from the AIM Appendix of the Daily Official List) of 29.5p per Ordinary Share on 29 April 2009 (being the latest practicable business day prior to publication of this announcement).
The issue of the Placing Shares is conditional, inter alia, upon:
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. The Placing Shares are expected to be admitted to AIM and to commence trading at 8.00a.m. on 19 May 2009.
The Placing is being made on a non pre-emptive basis as the Independent Directors considered this to be far quicker and cheaper than a pre-emptive offer. In addition, the Placing Price is at a small discount to the closing middle market quotation of an Ordinary Share on 29 April 2009 and is materially higher than the one and three month average closing share prices.
Shareholdings of Directors and other significant Shareholders
Immediately following the Placing, the Directors' interests in the Company will be as follows:
| Director | Number of Placing Shares | Interest in Enlarged Share Capital | Percentage interest in the Enlarged Share Capital |
| A V Martin | 3,571,429 | 9,203,046 | 20.79 |
| M W R Hunt | 52,350 | 3,963,092 | 8.95 |
| S C Kilpatrick | 0 | 10,000 | 0.02 |
| P A Freer | 0 | 15,000 | 0.03 |
| C K Z Miles | 0 | 0 | 0 |
In addition to the interests of A V Martin and M W R Hunt disclosed above, based on the information disclosed to the Company, the interests of the Company's significant Shareholders immediately following the Placing will be as follows:
| Registered holder of Ordinary Shares | Number of Placing Shares | Interest in Enlarged Share Capital | Percentage interest in the Enlarged Share Capital |
| Caledonia Investments | 2,349,149 | 10,249,264 | 23.15 |
| Ennismore Fund Management Ltd | 892,857 | 2,897,027 | 6.54 |
| T Sheffield (ex Board Director) | 0 | 2,049,307 | 4.63 |
| Liontrust Asset Management | 892,857 | 1,873,745 | 4.23 |
| NW Brown Nominee | 178,571 | 1,303,746 | 2.94 |
Related party transaction
As Caledonia Investments is a substantial shareholder in the Company, and A V Martin and M W R Hunt are Directors of the Company, they are considered to be "related parties" of the Company for the purposes of the AIM Rules. Accordingly, the participation of Caledonia Investments, A V Martin and M W R Hunt in the Placing is classified as a related party transaction. The Independent Directors, having consulted with Singer Capital Markets, as nominated adviser to the Company, consider the Placing to be fair and reasonable insofar as the Shareholders are concerned. In providing advice to the Independent Directors, Singer Capital Markets Limited has taken into account the Independent Directors' commercial assessments.
General Meeting
A General Meeting at which the Resolution will be proposed to facilitate implementation of the Placing has been convened for holders of Ordinary Shares at 10.00a.m. on 18 May 2009 at the offices of Singer Capital Markets Ltd, One Hanover Street, London W1S 1YZ. If passed, the Resolution will authorise the Directors to allot 10 million new Ordinary Shares for cash without first offering them to Shareholders in proportion to their existing holdings. It should be noted that this authority is in addition to the existing authorities to allot shares taken at last year's Annual General Meeting, it will only last until 31 October 2009 and it may only be used for an allotment of shares pursuant to the Placing.
Irrevocable undertakings
The Company has received irrevocable undertakings from certain Shareholders to vote in favour of the Resolution which, in aggregate, amount to 19,645,357 Ordinary Shares (representing approximately 57.3 per cent. of the issued share capital of the Company at the date of this document).
DEFINITIONS
| “Admission” | the admission to AIM of the Placing Shares |
| “AIM” | AIM, a market operated by the London Stock Exchange plc |
| “AIM Rules” | the current version of the London Stock Exchange plc’s publication entitled “AIM Rules for Companies” |
| “Board” | the board of Directors of the Company |
| “business day” | a day (not being a Saturday, a Sunday or a public holiday) on which clearing banks in the City of London are open for normal business |
| “Caledonia Investments” | Caledonia Investments plc and its associates (as defined in the AIM Rules) |
| “Company” or “Empresaria” | Empresaria Group plc |
| “Directors” | the directors of the Company |
| “Enlarged Share Capital” | the Company’s issued share capital immediately after the completion of the Placing |
| “Existing Ordinary Shares” | the Ordinary Shares currently in issue at the date of this document |
| “General Meeting” | the General Meeting of the Company convened for 10.00a.m. on 18 May 2009, notice of which is set out in the circular to Shareholders to be dispatched today |
| “Group” | the Company and its subsidiary undertakings |
| "Independent Directors" | Stuart Kilpatrick, Penny Freer and Zach Miles |
| “Ordinary Shares” | the ordinary shares of 5p each in the capital of the Company |
| “Placing” | the conditional placing by Singer Capital Markets, as agent for the Company, of 6,331,860 Placing Shares pursuant to the Placing Agreement and the conditional subscription of 3,668,140 Placing Shares by certain individuals including two Directors |
| “Placing Agreement” | the conditional agreement dated 30 April 2009 between the Company and Singer Capital Markets relating to the Placing |
| “Placing Price” | 28p |
| “Placing Shares” | 10 million new Ordinary Shares to be placed or otherwise subscribed pursuant to the Placing |
| “Resolution” | the special resolution set out in the notice of General Meeting |
| “Shareholder(s)” | (a) holder(s) of Ordinary Shares |
| “Singer Capital Markets” | Singer Capital Markets Limited |