General
Employment Enterprises, Inc.
Offer
to Purchase for Cash
by
PSQ,
LLC.
up
to 2,500,000 Shares of its Common Stock
at
a Purchase Price of $0.60 Per Share
The
offer and withdrawal rights will expire at 12:00 Midnight, New York City time,
on Friday, June 27, 2009, unless the offer is extended.
April
13, 2009
To
Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees:
PSQ, LLC
(“PSQ”), a Kentucky limited liability company, is offering to purchase shares of
the common stock of General Employment Enterprises, Inc., no par value. The
offer is for the purchase of up to 2,500,000 shares at a price of $0.60 per
share, net to the seller in cash, without interest, as specified by shareholders
tendering their shares.
Only
shares properly tendered at prices at the purchase price and not properly
withdrawn will be purchased. Shares not purchased because of proration or
conditional tenders will be returned as promptly as practicable following the
Expiration Date.
The offer
is not conditioned on any minimum number of shares being tendered. The offer is,
however, subject to other conditions.
Upon the
terms and subject to the conditions of the offer, if more than 2,500,000 shares
have been properly tendered at prices at the purchase price selected by PSQ and
not properly withdrawn before the Expiration Date, PSQ will purchase properly
tendered shares on a pro rata basis with appropriate adjustments. As
a result, PSQ will purchase the same percentage of shares tendered from each
tendering shareholder
For your
information and for forwarding to those of your clients for whom you hold shares
registered in your name or in the name of your nominee, we are enclosing the
following documents:
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1.
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The
Offer to Purchase date;
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2.
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The
Letter of Transmittal for your use and for the information of your
clients, together with the accompanying Substitute Form W-9. Facsimile
copies of the Letter of Transmittal, with manual signatures, may be used
to tender shares;
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3.
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The
Notice of Guaranteed Delivery to be used to accept the offer and tender of
shares pursuant to the offer if none of the procedures for tendering
shares described in the Offer to Purchase can be completed on a timely
basis;
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4.
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Guidelines
of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9;
and
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5.
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A
return envelope addressed to Continental Stock Transfer & Trust
Company, as Depositary for the
offer.
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Your
prompt action is requested. We urge you to contact your clients as promptly as
possible. Please note that the offer and withdrawal rights will expire at 12:00
Midnight, New York City time, on Friday, June 27, 2009 unless the offer is
extended.
Neither
PSQ nor any officer, director, shareholder, agent or other representative of PSQ
will pay any fees or commissions to any broker, dealer or other person for
soliciting tenders of shares pursuant to the offer (other than as described in
the Offer to Purchase). PSQ will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients whose shares are held by you as a nominee or
in a fiduciary capacity. PSQ will pay or cause to be paid any stock transfer
taxes applicable to its purchase of shares, except as otherwise provided in the
Letter of Transmittal.
In order
to properly tender shares under the tender offer, a shareholder must do either
(1) or (2) below:
(1) Provide
that the Depositary receives the following before the offer
expires:
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either
(a) certificates for the shares or (b) a confirmation of receipt for the
shares pursuant to the procedure for book-entry transfer described in
Section 3 of the Offer to Purchase;
and
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either
(a) a properly completed and executed Letter of Transmittal or a manually
executed facsimile of it, including any required signature guarantees, (b)
an “Agent’s
Message” of the type described in Section 3 of the Offer to
Purchase in the case of a book-entry transfer or (c) an acknowledgment of
the type described in Section 3 of the Offer to Purchase in the case of a
tender through the Automated Tender Offer Program;
and
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any
other documents required by the Letter of
Transmittal.
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(2) Comply
with the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase.
Requests
for additional copies of the enclosed materials and any inquiries you may have
with respect to the offer should be addressed to Morrow and Co., LLC as
Information Agent, (203) 658-9400 (banks and brokers please call) or (203)
658-9400 (all others call toll free at (800) 607-0088).
Nothing
contained in this document or in the enclosed documents will make you or any
other person an agent of PSQ, General Employment Enterprises, Inc., the
Information Agent or the Depositary or any affiliate of any of the foregoing, or
authorize you or any other person to use any document or make any statement on
behalf of any of them in connection with the offer other than the documents
enclosed and the statements contained in those documents.