Acquisition of Rishworth

Empresaria Group plc (“Empresaria”)

Acquisition of Rishworth

Empresaria (AIM: EMR), the international specialist staffing group, is pleased to announce the acquisition of an 82.6% interest in Rishworth Aviation Limited and its sister companies (together, “Rishworth”).

Acquisition highlights:

· Empresaria has agreed to purchase 82.6% of Rishworth for a total cash consideration of US$10.0 million (£7.5 million). The remaining 17.4% interest is held by the senior management team, in line with Empresaria’s management equity philosophy.

· Rishworth is a specialist recruitment group headquartered in New Zealand, providing pilots and aviation personnel to clients across the globe, with a significant presence in Europe, Africa and Asia. It is a 100% contract recruitment business, with pilot contracts typically lasting between 3 and 5 years.

· Rishworth is profitable and cash generative. During the financial year ended 31 March 2016 Rishworth achieved unaudited revenues of NZD$138 million (£73 million), unaudited net fee income of NZD$8.9 million (£4.7 million) and unaudited adjusted EBIT* of NZD$3.65 million (£1.9 million).

· The board of directors of Empresaria believe the acquisition will be earnings enhancing on an adjusted basis in the 2016 financial year.

* The unaudited EBIT of Rishworth for the year ended 31 March 2016 was NZD$3.0m (£1.6 million), with the adjusted EBIT adding back Europe agency fees, which will not be payable under Empresaria ownership.

Rishworth overview

Headquartered in Auckland, New Zealand, with a regional office in Stockholm, Sweden, Rishworth is a leading independent staffing company supplying pilots and aviation personnel to the aviation industry, including Norwegian Long Haul, Korean Air and Vietnam Airlines. Rishworth provides staffing services to clients across the globe, with a significant presence across Asia, Europe and Africa.

The acquisition complements Empresaria’s stated growth strategy of developing leading brands in their sectors and further diversifying Empresaria’s business geographically. Rishworth is a contract recruitment business that fits directly into the Company’s focus on specialist professional roles and further improves our operational mix.

Alongside the strategic rationale, Rishworth is profitable and cash generative and the acquisition is expected to improve Empresaria’s KPIs. Rishworth operates in a sector with strong growth potential, with demand for airline travel expected to increase, especially in Asia and Africa. The board of directors of Empresaria believes the acquisition will be earnings enhancing on an adjusted basis in the 2016 financial year.

Summary of the acquisition terms

The senior management team of Rishworth will hold a 17.4% shareholding in the acquisition vehicle. In line with Empresaria’s other management equity arrangements, the shares held by management are not subject to any put and call options; rather they are expected to be held for a minimum holding period, in this case of three to four years, before they can be voluntarily offered for sale to Empresaria over a minimum of a further two years.

The consideration is fully payable in cash on completion of the Acquisition, based on net liabilities of Rishworth of US$600,000 (£451,000). The consideration is subject to adjustment to reflect the actual net assets or liabilities on completion. Following the acquisition, Rishworth will hold cash balances of approximately US$9.3 million (£7.0 million).

In addition to the acquired cash, the Acquisition is funded by a new multi-currency Revolving Credit Facility of £10.0 million entered into with HSBC Bank plc on 30 June 2016. This facility also includes a further £5.0 million, subject to further HSBC Bank plc approval before it can be utilised.

Chief Executive Officer, Joost Kreulen said:

“In line with our stated strategy, we are focused on building a business that is diversified from both a sector and geographic perspective, has leading brands with sector expertise and improves our operational mix and temporary/contract bias. The investment in Rishworth directly fits this strategy, complements the Group’s current operations and is expected to be earnings enhancing in 2016. We are excited by the growth opportunities that being part of the Empresaria Group provides Rishworth and look forward to working with the team.”

Note: For illustration purposes the currency amounts have been translated into Sterling using exchange rates of US$1.33:£1 and NZD$1.89:£1.

Notes for editors:

· Empresaria Group plc is an international specialist staffing group with 20 brands operating in 19 countries across the globe including the UK, Germany, Japan, India, UAE, Indonesia, Chile, Australia, Thailand, Singapore, Finland, USA, New Zealand and the Philippines.

· The Group offers temporary/contract and permanent staffing solutions as well as Offshore Recruitment Services in seven key sectors including Technical & Industrial, Aviation Services, IT & Design, Professional Services, Healthcare and Retail.

· Empresaria applies a multi brand, management equity philosophy and business model, with Group company management teams holding significant equity in their own business.

· The Group is listed on AIM under ticker EMR. For more information: empresaria.com


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