Empresaria Group PLC
05 April 2007
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sell or issue or the solicitation of an offer to buy or subscribe new Ordinary
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5 April 2007
Empresaria Group plc ('Empresaria' or the 'Group')
Proposed acquisition of headwayholding gmbh ('Headway')
Proposed issue of 9,230,770 New Ordinary Shares of 5p each at 130p per share
Notice of an Extraordinary General Meeting
Empresaria is pleased to announce that it has entered into a conditional
agreement to acquire 60 per cent. of the issued share capital of Headway (the
'Acquisition'), a German recruitment company with a focus on supplying temporary
staff to organisations in the personnel, logistics, engineering and industrial
â.¢ Acquisition of 60% of Headway for â.¬14.6 million (approximately Â£9.9 million)
â.¢ Key Headway management to remain with the business and hold the 40% remaining
â.¢ Ability for Empresaria to acquire remaining 40% of Headway shares over a
period from 2009, dependent on Headway's performance
â.¢ Acquisition to be funded by the issue of 9,230,770 New Ordinary Shares at
130p to raise Â£12 million (before expenses)
â.¢ The Acquisition is in line with Empresaria's geographic diversification,
having expanded into twelve international markets over the last two years
â.¢ Expected to be earnings enhancing for Empresaria in the first full year
â.¢ Headway was founded in 1997 and has been owner managed since inception
â.¢ Reported unaudited revenues of â.¬77 million and EBITDA of â.¬3.4 million for
the year ended 31 December 2006
â.¢ Operates through 47 offices in Germany, Austria and the Czech Republic
â.¢ Provides temporary/contract and outsourced staffing focused on logistics and
HR solutions and the supply of skilled trades into various industry niches
Commenting on the Acquisition, Miles Hunt, Empresaria's Chief Executive said:
'The German staffing market is experiencing significant growth. The acquisition
of Headway is in line with our strategic objective of positioning Empresaria as
an international, high growth, specialist staffing business with revenues and
profits distributed across established and emerging markets.'
For further information please contact:
Miles Hunt, Chief Executive 01293 649 900
Nick Hall-Palmer, Finance Director
First City 020 7242 2666
James Wellesley Wesley 020 7003 3000
The Board of Empresaria is pleased to announce that it has entered into a
conditional agreement to acquire 60 per cent. of the issued share capital of
Headway, a German recruitment company with a focus on supplying temporary staff
to organisations in the personnel, logistics, engineering and industrial
sectors. The total consideration for the 60 per cent. shareholding is â.¬14.6
million (approximately Â£9.9 million), which is payable in cash. In addition, in
keeping with the Group's usual approach for acquisitions, Empresaria has entered
into arrangements relating to the possible acquisition by Empresaria of the
remaining 40 per cent. of Headway over a number of years (in this specific case,
by means of the Put Options and Call Options). Further details of the
Acquisition, Put Options and Call Options are set out in a circular to be sent
to shareholders today ('Circular').
All capitalised terms used in this announcement shall, unless the context
otherwise requires, have the same meaning as set out in the Circular.
The Acquisition is to be funded through the Placing, which is being underwritten
by Bridgewell, and the Management Subscription, further details of which are set
out below. In addition, the Group has secured New Debt Facilities to cover
potential obligations under the Acquisition, the Put Options and Call Options
arrangements and to provide working capital for the Enlarged Group.
The Group is also pleased to announce that Bridgewell has conditionally placed
6,500,000 New Ordinary Shares with investors at a price of 130p per share ('
Placing Price') to raise Â£8.45 million (before expenses) for the Company. In
addition, Anthony Martin and Miles Hunt have agreed to subscribe for 1,730,770
and 1,000,000 New Ordinary Shares, respectively, at the Placing Price to raise
an aggregate Â£3.55 million for the Company.
The proceeds of the Placing and the Management Subscription, which in aggregate
amount to Â£12 million (before expenses), will be used to fund the cash
consideration for the Acquisition and the costs associated with the Acquisition,
and in part to reduce existing indebtedness.
Overview of Headway
The Headway Group was formed in 1997 as Zeitwerk Personal and has grown to its
current size of 47 offices, most of which are based in Germany, but also with
offices in Austria and the Czech Republic.
Headway operates through six companies providing temporary personal staffing
services for various sectors.
For the year ended 31 December 2006, total unaudited, aggregated revenue
amounted to â.¬77 million (2005: â.¬53 million) and gross profit amounted to â.¬21
million (2005: â.¬14 million).
Headway has an experienced management team, with the founders still actively
involved in the business. Following the Acquisition, key management will retain
a 40 per cent. shareholding in Empresaria Germany, the new holding company of
the Headway Group, which may be acquired by Empresaria through the Put Options
and Call Options described in the Circular.
Set out below is a summary of the financial information on the Headway Group for
the years ended 31 December 2005 and 2006. Shareholders should read the full
financial information set out in the Circular.
â.¬ 000's â.¬ 000's
Turnover 52,653 77,193
NFI 13,730 20,983
NFI margin 26.1% 27.2%
EBIT 875 2,929
EBIT margin 1.7% 3.8%
Rationale for the Acquisition
The Board's strategic objective is to position the Group as a truly
international, high-growth specialist staffing business with revenues and
profits broadly distributed across established and emerging staffing markets.
The Acquisition is in line with this strategy and will provide the Group with an
established position in the German market.
The Directors believe the German staffing market offers significant growth
â.¢ The German staffing market has shown significant growth in recent
years, moving from an estimated â.¬5.9 billion per annum market in 2003 to an
estimated â.¬8.6 billion per annum market in 2006.
â.¢ The market is characterised by recent regulatory liberalisation, a
growing desire for flexibility amongst clients, and an increasing acceptance of
the concept of temporary and contract staffing which is beginning to extend to
business professionals, facilitating further specialisation of the market in the
â.¢ A trend to longer term temporary assignments.
â.¢ Industry analysts expect sustained growth in the German staffing market
over the next three years.
â.¢ In comparison to the UK market, which had an approximate size in 2005
of â.¬36 billion, the German market is relatively small, especially considering
Germany has a population of over 80 million (2005) against the UK's 60 million
(2005). This emphasises the latent growth potential within the German market.
â.¢ The market opportunity is also highlighted by the relatively low
penetration of temporary workers in the overall German workforce, which stood at
1 per cent. in 2005 compared to 5 per cent. in the UK. The measure of the
percentage of temporary workers in the overall workforce is generally used as an
indicator of the maturity of a staffing market and therefore of its potential to
Empresaria has identified Headway as an attractive acquisition opportunity:
â.¢ Since its establishment 10 years ago, Headway has achieved strong
revenue and profit growth. Its achievements were recognised by the Bavarian
state in 2006 with an award for being one of its top 50 growth companies.
â.¢ The directors responsible for operations, sales and marketing are
remaining with the Headway business and will continue to hold 40 per cent. of
the share capital of Headway (via their holdings in Empresaria Germany)
â.¢ The structure and philosophy of the Headway Group, with specialised
autonomous operating companies, offers an excellent fit with that of Empresaria.
â.¢ Headway provides a business of significant scale in the German market,
mainly in the south of Germany, and there are believed to be opportunities for
continued expansion by opening new branches in other regions of the country.
â.¢ Headway's operation in Austria further expands Empresaria's
international coverage, whilst its Czech business compliments Empresaria's
existing service offering in that country.
Financing of the Acquisition and use of funds
Principal terms of the Placing and the Management Subscription
Bridgewell has conditionally placed 6,500,000 New Ordinary Shares with investors
at a price of 130p per share to raise Â£8.45 million (before expenses) for the
Company. The Placing is being underwritten by Bridgewell. In addition, Anthony
Martin and Miles Hunt have conditionally agreed to subscribe for 1,730,770 and
1,000,000 New Ordinary Shares, respectively, at the Placing Price to raise Â£3.55
million for the Company. The proceeds of the Placing and the Management
Subscription, which in aggregate amount to Â£12 million (before expenses), will
be used to fund the cash consideration for the Acquisition and the costs
associated with the Acquisition, and in part to reduce existing indebtedness.
The Placing Price represents a discount of approximately 6.3 per cent. to the
closing mid-market price of 138.75 pence per Ordinary Share as at 4 April 2007,
being the latest practicable date prior to the publication of this document. The
New Ordinary Shares will, when issued, rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and other
distributions made or paid on or after Admission. The New Ordinary Shares may be
held in certificated or uncertificated form. No existing Shareholders are
selling any Ordinary Shares pursuant to the Placing and all of the New Ordinary
Shares are being issued by the Company.
The Placing and the Management Subscription is being made on a non pre-emptive
basis as the time and costs associated with a pre-emptive offer are considered
by the Directors to be excessive. The making of a pre-emptive offer would
require the production of a prospectus which would have to comply with the
Prospectus Rules of the Financial Services Authority and be pre-vetted and
approved by the Financial Services Authority.
Details of the New Debt Facility
New Debt Facilities, comprising a total of â.¬18.5 million (approximately Â£12.5
million) and a total of Â£2.5 million, have been conditionally made available by
HSBC Bank plc to the Company to cover potential obligations under the
Acquisition, the Put Options and Call Options arrangements and to provide
working capital for the Enlarged Group.
Both the Placing Agreement and the New Debt Facilities are conditional, inter
alia, upon Admission and completion of the Sale and Purchase Agreement. Further
details of the Sale and Purchase Agreement, the Options Agreement, the Placing
Agreement, the Subscription Agreements and the Facilities Agreement are set out
in the Circular.
Extraordinary General Meeting
A notice convening the EGM to be held at 11.00 a.m. on 30 April 2007 will be
sent to Shareholders today, 5 April 2007. At the EGM, a special resolution will
be proposed to:
(a) approve the acquisition of Headway; and
(b) authorise the Directors to allot up to 9,230,770 Ordinary Shares in
connection with the Placing and the Management Subscription without having to
make a pre-emptive offer to Shareholders.
The authority referred to in paragraph (b) above is in addition to the existing
authorities of the Directors to allot shares both generally and, to a more
limited extent, on a non pre-emptive basis.
This information is provided by RNS
The company news service from the London Stock Exchange