Launch of Share Buy-back

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

25 February 2025

Staffline Group plc

("Staffline" or the "Company")

Launch of Share Buy-back

Staffline Group plc, the recruitment group, today announces that further to the announcement regarding the sale of PeoplePlus Group Limited on 24 February 2025, it intends to commence a share buyback programme to purchase ordinary shares of 10 pence each in the Company (the "Ordinary Shares") for up to a maximum aggregate consideration of £7.5 million from the day of this announcement (the "Buyback"). The Ordinary Shares purchased pursuant to the Buyback will be cancelled. Part of the Buyback is subject to shareholder approval, as further detailed below.

The Group remains disciplined in its allocation of capital with the main objective being to enhance shareholder value. The Board continuously assesses the Company's medium-term plans which take account of growth prospects, investment in the business, cash generation, net borrowings, and leverage. Therefore, the amount allocated to buybacks is based on the proceeds from the disposal of PeoplePlus Group Limited and the Board's predicted trading cash flows and financing headroom.

The Buyback will be carried out in two tranches. The first tranche will be for up to 15,517,851 Ordinary Shares, being the unutilised proportion of the general authority to repurchase Ordinary Shares granted by shareholders at its annual general meeting (the "2024 AGM"), held on 22 May 2024 ("Tranche 1"). The second tranche ("Tranche 2") will be for up to 12,440,000 Ordinary Shares and will be conditional on the Company's shareholders approving the relevant resolution at the Company's next Annual General Meeting, which is expected to be on or around 21 May 2025.

In accordance with the authority granted at the 2024 AGM, a) the aggregate number of Ordinary Shares to be repurchased in Tranche 1 will not exceed 22,378,643 (which includes Ordinary Shares purchased by the Company in 2024), b) the minimum price which may be paid for each Ordinary Share will be £0.10, and c) the maximum price (excluding expenses) which may be paid for each Ordinary Share will be the higher of: (i) an amount equal to 105 per cent of the average of the middle market quotations for the Ordinary Shares as derived from the AIM Appendix of the Daily Official List of London Stock Exchange plc for the five business days immediately preceding the day on which the purchase is made; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out. The Buyback under Tranche 2 will be subject to the same price restrictions as Tranche 1.

Shareholders should be aware that a purchase of Ordinary Shares by the Company on any trading day may represent a significant proportion of the daily trading volume in the Ordinary Shares and could exceed 25 per cent. of the average daily trading volume of the preceding 20 business days. Should that be the case, the Company could exceed the pricing and/or volume restrictions as established by the Commission Delegated Regulation 2016/1052/EU (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) (the "Regulation") and therefore the Buyback may not fall within the safe harbour provisions of the Regulation.

As part of the Buyback, Panmure Liberum has been appointed to purchase the Ordinary Shares as principal.

For further information please contact:

Market Abuse Regulation:

For the purposes of MAR, Article 2 of Commission Implementing Regulation (EU) 2016/1055 and the UK version of such implementing regulation, the person responsible for arranging for the release of this Announcement on behalf of the Company is Daniel Quint, Chief Financial Officer.

About Staffline

Staffline is one of the UK's leading Recruitment groups. It has two divisions:

Recruitment GB

The Recruitment GB business is a leading provider of flexible blue-collar workers, supplying up to c.35,000 staff per day on average from around 400 sites, across a wide range of industries including supermarkets, drinks, driving, food processing, logistics and manufacturing.

Recruitment Ireland 

The Recruitment Ireland business is a leading end to end solutions provider operating across multiple industries, ten branch locations and ten onsite customer locations, supplying c.4,500 staff per day on average, and offering RPO, MSP, temporary and permanent solutions across public and private sectors throughout the island of Ireland.