Rejection of possible offer from Circle8

SThree plc

11 September 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

11 September 2026

SThree plc (“SThree” or the “Company”)

Rejection of possible offer from Circle8

As announced on 9 September 2026, the Board of SThree received an unsolicited, preliminary and highly conditional 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 (the “Proposal”).

The Board of SThree has carefully reviewed the Proposal with its advisers and unanimously concluded that it significantly undervalues SThree and its future prospects, and is not in the best interests of SThree's shareholders. Accordingly, the SThree Board unanimously and unequivocally rejected the Proposal on 11 September 2026.

The Board remains confident in the long-term growth prospects for the business and will publish a Q3 trading update on 22 September 2026.

In accordance with Rule 2.6(a) of the Code, Circle8 is required, by not later than 5.00 p.m. on 7 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 be extended with the consent of the Panel on Takeovers and Mergers (the “Panel”) in accordance with Rule 2.6(c) of the Code.

There can be no certainty that any offer will be made nor as to the terms on which any offer might be made. Accordingly, SThree shareholders are advised to take no action at this time.

A further announcement will be made when appropriate.

Enquiries: SThree plc Timo Lehne, CEO Damian Fehrenberg, Interim CFO Charlie Hildesley, Investor Relations Manager	[e-mail]
Goldman Sachs International Khamran Ali Chris Emmerson	[phone]
Alma Strategic Communications Rebecca Sanders-Hewett Hilary Buchanan Sam Modlin Rose Docherty	[phone] [e-mail]

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been disclosed in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of SThree who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Important Information

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

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/investors, 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.

 

END