Sale of subsidiary and related party transaction

8 November 2024

Empresaria Group plc

("Empresaria" or the "Group")

Sale of non-core subsidiary and related party transaction

Empresaria, the global specialist staffing group, announces the sale of its 51% interest in Japanese subsidiary, Fines Tokyo K.K. ("Fines") to Fines Holdings K.K. ("Acquiror"). In consideration, Fines K.K., a holding company which owned 100% of Fines, repaid JPY50 million (c.£253,000) of a JPY90 million (c.£455,000) intercompany balance due to the Company in cash ("Consideration"). The Company then transferred its 51% interest in Fines back to Fines for nil consideration (the above transactions together being the "Sale"). The Company regards the transactions relating to the Sale to have completed on 18 October 2024.

Fines recruits in the fashion retail market in Japan. Further to our earlier announcements, this Sale is the fourth exit of smaller operations in markets or sub-sectors where we do not plan to invest as per our plans communicated earlier in the year. The Consideration will be held on the Group's balance sheet.

In 2023, Fines contributed £1.9m to the Group's revenue, £0.6m to net fee income, £0.0m to adjusted profit before tax and had net assets of £0.3m as at 31 December 2023.

Related party transaction

Yoshikazu Tanabe and Tomonari Harada are directors in Fines and have interests in the Acquiror. The Sale is considered to be a related-party transaction for the purposes of AIM Rule 13. The directors of Empresaria, all of whom are independent of Mr Tanabe, Mr Harada and the Acquiror, consider, having consulted Singer Capital Markets Advisory LLP, the Company's nominated adviser, that the terms of the Sale are fair and reasonable insofar as Empresaria's shareholders are concerned.

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