SThree plc
07 October 2026
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
7 October 2026
SThree plc ("SThree" or the "Company")
Extension of PUSU Deadline
On 9 September 2026, the Company announced that it had received an approach from Circle8 Group Inc. ("Circle8") regarding a possible all cash offer for the entire issued and to be issued ordinary share capital of SThree.
In accordance with Rule 2.6(a) of the Code, Circle8 is currently required, by not later than 5.00 p.m. (London time) on 7 October 2026 (the "PUSU Deadline"), either to: (i) announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for the Company.
Today, Circle8 made a revised proposal to the Company regarding an improved all cash offer for the Company (the "Revised Proposal"). The Revised Proposal is subject to the satisfaction or waiver of a number of customary pre-conditions, including completion of confirmatory due diligence, confirmation of proposed financing arrangements and agreement of definitive transaction documentation. As part of the Revised Proposal, Circle8 has requested that the Board of SThree plc extend the PUSU Deadline.
Accordingly, in order to assess whether an acceptable proposal can be tabled, on terms that the Board of SThree would be minded to recommend, the Board has requested, and the Panel on Takeovers and Mergers (the "Panel") has consented to, a 14-day extension of the PUSU deadline to facilitate engagement to allow Circle8 to undertake limited due diligence to confirm the Revised Proposal and provide assurances around financing structure and deliverability.
In accordance with Rule 2.6(a) of the Code, Circle8 is required, by not later than 5.00 p.m. (London time) on 21 October 2026, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
There can be no certainty that any firm offer for the Company will be made, nor as to the terms on which any offer will be made. A further announcement will be made if and when appropriate.
|
Enquiries: SThree plc Timo Lehne, CEO Damian Fehrenberg, Interim CFO Charlie Hildesley, Investor Relations Manager |
|
|
Goldman Sachs International Khamran Ali Chris Emmerson Lorenzo Carlino |
+44 (0) 20 7774 1000 |
|
Investec Luke Spells Henry Reast |
+44 (0) 20 7597 5970 |
|
Berenberg Toby Flaux Michael Burke |
+44 (0) 20 3207 7800 |
|
Alma Strategic Communications Rebecca Sanders-Hewett Hilary Buchanan Sam Modlin Rose Docherty Clifford Chance LLP is acting as legal adviser to SThree plc. |
+44 (0) 20 3405 0205 SThree@almastrategic.com |
Important Information
The person responsible for releasing this announcement on behalf of SThree plc is Kate Danson, Company Secretary.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for SThree and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than SThree for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and PRA, is acting exclusively for SThree and for no one else in connection with the matters set out in this Announcement and none of Investec nor any of its affiliates, branches or subsidiaries will be responsible to any person other than SThree for providing the protections afforded to clients of Investec, nor for providing advice in relation to any matter referred to in this Announcement. Neither Investec nor any of its subsidiaries, branches or affiliates or any of its and their respective directors, officers, employees, representatives or agents owes or accepts any duty, liability or shall be held responsible in any way whatsoever for any direct, indirect or consequential losses (whether in contract, in tort, under statute or otherwise) arising in connection with, or from the use of, this Announcement or the contents of this Announcement or reliance on the information contained herein, except to the extent this would be prohibited by law or regulation.
Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting through its London Branch as financial adviser and broker exclusively for SThree and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than SThree for providing the protections afforded to clients of Berenberg for providing advice in connection with any matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective partners, directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be available on SThree's website at www.sthree.com/en-gb/investor-centre/offer-from-circle8-group-inc/ by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
ENDRNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.