Empresaria Group PLC
21 February 2005



21 February 2005



Empresaria Group plc ('Empresaria' or the 'Group')

Acquisition of The Recruitment Business and Group trading update

Acquisition of The Recruitment Business



Empresaria is pleased to announce that on 18 February 2005 (but with effect from
1 January 2005) it acquired a 68 per cent. equity stake in The Recruitment
Business Limited ('TRB') for a total consideration of up to £2.025 million.


TRB is made up of three separately branded divisions, MacPeople, WebPeople and
CreativePeople, each supplying creative and design related staff on both a
permanent and contract basis to a range of markets including the media, public
and financial services sectors. TRB has 11 staff and operates out of one
Central London office. It has grown rapidly over the last two years and has a
strong market presence in London and the South East.


The initial consideration for 68 per cent. of the issued share capital is £1.3
million, which has been satisfied by £950,000 in cash and the issue of 458,714
new ordinary shares of 5 pence each in Empresaria ('Empresaria Shares'). The
initial consideration includes a payment, on a pound for pound basis, of
£300,000 for the net cash currently within the business. Deferred consideration
of up to £725,000 my be payable based on the operating profit and cash position
of TRB in the two year period to 31 December 2006. Of this deferred
consideration, up to £75,000 will be paid in cash, on a pound for pound basis,
for additional cash within the business. The remainder of the deferred
consideration of up to £650,000 will be payable based on the financial
performance of TRB for the 24 months ending 31 December 2006. This further
deferred consideration will be satisfied either by the issue of new Empresaria
Shares or, at Empresaria's option, cash.


In conjunction with the acquisition of TRB by Empresaria, senior members of the
TRB management team have subscribed for shares in TRB. Following this
subscription, Empresaria holds 65 per cent. of the equity in TRB, Bernadette
Sturley, the Managing Director of TRB, retains 30 per cent. of the equity and
the other members of the management team together hold 5 per cent. of the
equity.


For the year ending 31 March 2004, the last year for which audited accounts are
available, TRB reported profit before tax of £293,000. At 31 December 2004, TRB
had positive cash balances of £324,000, no debt and net current assets of
approximately £662,000.


Application will be made for the 458,714 Empresaria Shares to be issued as
initial consideration to be admitted to trading on AiM, the market owned and
operated by London Stock Exchange plc. It is expected that trading in these
shares will commence on 24 February 2005. The Empresaria Shares issued as
initial consideration will rank pari passu in all respects with the existing
Empresaria Shares. The TRB shareholders have given an undertaking not to in any
way dispose of the Empresaria Shares issued as part of the initial consideration
for a period of 12 months from 18 February 2005.


Commenting on the acquisition, Miles Hunt, Chief Executive of Empresaria, said:


'We are delighted that TRB is joining the Group. The TRB brands are well known
in their respective markets and are strong additions to our existing portfolio
of specialist staffing businesses.'



Trading update

Trading for the Group during the last six months of 2004 was in line with the
directors' expectations.


The Financial Services businesses continued the good performance shown in the
first six months of the year, whilst the anticipated fourth quarter improvements
in volumes in the Supply chain and Construction/Property Services businesses
were achieved. In the latter sector, FastTrack and Reflex HR, the two businesses
acquired during the year, produced encouraging performances.


Volumes were also up in the Public Sector businesses in the second half of the
year, which again performed well. The Specialist Brands business performed as
expected.


Overall, the prospects for 2005 are encouraging as the Group continues to build
on its performance in 2004. Contractor volumes are ahead year on year,
particularly in the Construction/Property Services and Public Sector businesses.
Whilst, the slow-down in the retail sector may have some impact on the Group's
contract driving operations, this should be compensated by the performance of
the Group's other sectors. Our associated company in Japan has commenced
trading and the initial signs are encouraging, particularly in relation to
contract business. The Group continues to explore additional opportunities in
overseas markets.



The Group expects to announce its results for the year ended 31 December 2004 on
25 April 2005.



Enquiries:



Empresaria
Miles Hunt 01293 649 900
Robert W. Baird Limited
Nick Tulloch 020 7488 1212








This information is provided by RNS
The company news service from the London Stock Exchange

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