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Conditional Acquisition and £3.3m Placing by way of an Accelerated Bookbuild


Empresaria (AIM: EMR), the international specialist staffing group, is pleased to announce the conditional acquisitions of Pharmaceutical Strategies, LLC, Recruitment Strategies, LLC, Medical Recruitment Strategies, LLC and Recruitment Strategies Group, LLC (together “PS”) in conjunction with a proposed placing to raise approximately £3.3 million before expenses (“Placing”).

Acquisition highlights

  • Empresaria has conditionally agreed to acquire the entire issued and outstanding membership interests in PS for an aggregate consideration expected to be approximately $12.11 million (“Acquisition”)
  • PS is a specialist recruitment group in the United States (“US”) healthcare market focussing primarily on pharmacy benefit managers (“PBM”) with 100% of its revenues generated from temporary sales
  • PS is profitable and cash generating. During the financial year ended 31 December 2014, PS achieved total unaudited revenues of approximately $7.6 million, unaudited net fee income (“NFI”) of approximately $1.9 million and unaudited EBITDA of $0.6 million
  • PS CEO tied in with second generation equity incentive, in line with the Group’s management equity philosophy
  • The board of directors of Empresaria (the “Directors”) believe that the Acquisition will be earnings enhancingon an adjusted basis2 in the first full year of ownership and will boost the Group’s temporary net fee income when compared to permanent NFI
  • PS represents the Group’s first acquisition in the US and will significantly increase the Group’s exposure in the healthcare sector
  1. Based on management expectations regarding deferred and earn-out payments for FY16 and FY17
  2. Excluding amortisation of intangible assets, gains or losses on business disposals and exceptional items

Placing highlights

  • Empresaria intends to raise approximately £3.3 million before expenses through a placing (the “Placing”) arranged by Arden Partners plc (“Arden”) of no more than 4,456,285 new ordinary shares of the Group of 5 pence each (“Placing Shares”) at a price of no less than 75 pence per share with new and existing shareholders
  • Based on a price of no less than 75 pence, this represents a discount of approximately 6 per cent. to the average closing price last week and a  discount of approximately 12 per cent. to the closing price on 12 October 2015, being the last practicable date before this announcement
  • The Placing is conditional upon, amongst other things, admission of the Placing Shares occurring (“Admission”) by no later than 23 October 2015
  • The Placing Shares represent approximately 9.1 per cent. of the Group’s enlarged share capital following Admission (assuming a price of 75 pence per Placing Share)
  • Further details of the Placing are set out below and in the appendix to this announcement