Empresaria Group - Acquisition of last remaining minority interest in the Headway group of companies
Empresaria Group plc
Acquisition of last remaining minority interest in the Headway group of companies.
Empresaria, the AIM quoted staffing specialist, announces that it has entered into a share purchase agreement with Mr Klaus Wrezounik, the co-founder and former director of Headway, to acquire his remaining 13.33 per cent. shareholding in Empresaria Holding Deutschland GmbH, the intermediate holding company of Headway (the "Shares"). Empresaria now holds 100 per cent of the equity in Headway.
The Agreement supersedes all previous arrangements with Mr Wrezounik concerning the Shares, including those entered into at the time of the Company's acquisition of Headway in 2007 and as amended by an agreement entered into (and announced) in March 2012 (the "March 2012 Agreement").
Pursuant to the March 2012 Agreement, the Shares were subject to a call option, held by Empresaria, which could be exercised without penalty at any time up to 31 January 2014. The consideration payable on exercise was to be based on Headway's audited earnings for the two years ended 31 December 2011 as amended, if relevant, for any changes to the amount of Headway's liability for potential retrospective pay claims from temporary workers and social security contributions (the "Provision") between December 2011 and the time of exercise. Mr Wrezounik was also entitled to receive his share of all Headway dividends during the period that he owned the Shares.
Pursuant to the Agreement, Empresaria will now purchase the Shares for a cash consideration of EUR 2.2 million (the "Consideration"). Of the Consideration, EUR 1.1 million became payable on the signing of the Agreement, EUR 550,000 is payable by no later than 31 December 2012 and EUR 550,000 is payable by no later than 31 March 2013.
The Consideration represents full and final settlement for the Shares. There will be no adjustment made to the Consideration for any future changes in the Provision. In addition, a guarantee in favour of Mr Wrezounik for EUR 2.5 million, payable if the Company did not exercise its call option in accordance with the terms of the March 2012 Agreement, will be cancelled upon the payment by the Company of the second tranche of the Consideration.
The Consideration is to be funded by way of a new short term revolving credit facility agreed with the Company's bankers, HSBC Bank Plc (the "Facility"). The Facility, to the extent it is drawn down, is to be repaid by 31 December 2013.
The Directors of Empresaria (the "Directors") believe that the Agreement is in the best interests of the Company and its shareholders. Whilst payment for the Shares is earlier than anticipated in the March 2012 Agreement and will increase total borrowings at the end of the current financial year, based upon the current level of the Provision (which the Directors do not expect to increase) and taking into account dividends previously due to Mr Wrezounik, the Directors estimate that the Consideration represents a potential saving to the Company of approximately £0.6 million.
In accordance with the AIM Rules, Mr Wrezounik is considered to be a related party to the Company. Therefore, entering into the Agreement is classified as a related party transaction. In accordance with Rule 13 of the AIM Rules, the Directors consider, having consulted with Altium Capital Limited, the Company's Nominated Adviser, that the terms of the Agreement are fair and reasonable insofar as the shareholders of Empresaria are concerned.