NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR IMMEDIATE RELEASE
15 March
2024
RECOMMENDED
ACQUISITION
of
Impellam Group plc
("Impellam")
by
Heather Global PLC
("Bidco")
to be
effected by means of a scheme of arrangement
under
Part 26 of the Companies Act 2006
Amendments to Bidco Restructuring documents
On 13 December 2023, the boards of
directors of Impellam, HeadFirst Global B.V. ("HeadFirst") and Bidco announced that
they had reached agreement on the terms and conditions of a
recommended acquisition pursuant to which Bidco will acquire the
entire issued, and to be issued, ordinary share capital of Impellam
(the "Acquisition"). The
Acquisition is being implemented by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Impellam published a shareholder
circular relating to the Scheme on 22 December 2023 (the
"Scheme Document"). Capitalised terms used but
not defined in this announcement have the meanings given to them in
the Scheme Document, unless the context requires
otherwise.
On 17 January 2024, Impellam
announced that, at both the Court Meeting and General Meeting held
on that date in connection with the Acquisition, the requisite
majorities voted in favour of all resolutions necessary to approve
and give effect to the Scheme.
On 21 February 2024, Impellam,
HeadFirst and Bidco announced that the Secretary of State had
confirmed that no further action would be taken under the National
Security and Investment Act 2021 in relation to the Acquisition. On
4 March 2024, Impellam, HeadFirst and Bidco announced that the
applicable waiting period under the HSR Act had expired in respect
of the Acquisition. As a result of these announcements, Conditions
3(a) and 3(b) of Section A of Part III of the Scheme Document are
satisfied.
Bidco share capital adjustments
Impellam, HeadFirst and Bidco today
announce that a number of adjustments to Bidco's share capital have
been agreed in relation to the implementation of the Bidco
Restructuring prior to the Court Hearing to sanction the Scheme on
19 March 2024. These changes will have no impact on the holders of
the Convertible Loan Notes but will require amendments to certain
documents in relation to the Acquisition. To that end, Impellam,
HeadFirst, Bidco and certain other parties have (with the consent
of the Panel) agreed to amendments to the Cooperation Agreement,
the Share Exchange Agreement, the Bid Conduct Agreement, the form
of New Articles to be adopted by Bidco and the Pro Forma Fully
Diluted Share Capital of Bidco to be included as a schedule to the
Convertible Loan Note Instruments.
The amended forms of these documents
(along with redline versions showing the changes) have been made
available subject to certain restrictions relating to persons
resident in any Restricted Jurisdiction on the websites of Impellam
and HeadFirst at thttps://investors.impellam.com/offer-for-impellamgroup-plc/
and https://headfirst.group/takeover/.
Timetable
The expected timetable of principal
events for the implementation of the Scheme remains as announced on
4 March 2024. Impellam will give adequate notice of any changes to
these dates and times, when known, by issuing an announcement
through a Regulatory Information Service, with such announcement
being made available on Impellam's website at
https://investors.impellam.com/offer-for-impellam-group-plc/.
Enquiries:
Impellam
+44 (0) 1582 692 658
Julia Robertson
Tim Briant
Houlihan
Lokey
+44 (0) 20 7839 3355
(Financial Adviser to
Impellam)
Thomas Bailey
Tim Richardson
Canaccord
Genuity
+44 (0) 20 7523 8150
(NOMAD and Corporate Broker to Impellam)
Bobbie Hilliam
Emma Gabriel
HeadFirst and
Bidco
+31 88 018
2200
Han Kolff
Blackwood
+44 (0) 20 3096 6910
(Joint Financial Adviser to HeadFirst and
Bidco)
Thomas Kardos
Dima Minzararu
Jefferies
+44 (0) 20 7029 8000
(Joint Financial Adviser to HeadFirst and
Bidco)
Paul Bundred
Nick Vernooij
Cameron Jones
Barclays
+44 (0) 20 7623 2323
(Joint Financial Adviser to HeadFirst and
Bidco)
Adrian Beidas
Richard Probert
Callum West
Allen & Overy LLP is acting as
legal adviser to Impellam. Sidley Austin LLP is acting as legal
adviser to HeadFirst and Bidco.
Important
notices
This announcement is for information purposes only and, is not
intended, and does not, constitute or form part of any offer to
sell or an invitation to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities or the
solicitation of an offer to buy any securities or any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise.
The Acquisition is made solely by means of the Scheme Document
which, together with the Forms of Proxy, contains the full terms
and conditions of the Acquisition. Any decision in respect of the
Acquisition should be made only on the basis of the information in
the Scheme Document.
This announcement has been prepared for the purpose of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England and
Wales.
This announcement does not constitute a prospectus, a
prospectus equivalent document or an exempted
document.
Notices related to financial
advisers
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised
and regulated in the UK by the FCA, is acting exclusively as
financial adviser to Impellam and no one else in connection with
the matters set out in this announcement and will not be
responsible to anyone other than Impellam for providing the
protections afforded to clients of Houlihan Lokey or for providing
advice in relation to the contents of this announcement or any
other matters referred to in this announcement. Neither Houlihan
Lokey nor any of its affiliates 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 Houlihan Lokey in connection with this
announcement, any statement contained herein or
otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the UK by the FCA, is acting as
nominated adviser and corporate broker exclusively for Impellam and
for no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters referred to in this announcement and will
not be responsible to anyone other than Impellam for providing the
protections afforded to clients of Canaccord Genuity, nor for
providing advice in relation to the contents of this announcement
or any other matter referred to in this
announcement.
Blackwood Capital Group (UK) Limited ("Blackwood"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial
adviser to HeadFirst and Bidco and for no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters referred
to in this announcement and will not be responsible to anyone other
than HeadFirst and Bidco for providing the protections afforded to
clients of Blackwood, nor for providing advice in relation to
contents of this announcement or any other matters referred to in
this announcement. Neither Blackwood nor any of its affiliates 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
Blackwood in connection with this announcement, any statement
contained herein or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial
adviser for HeadFirst and Bidco and for no one else in connection
with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters referred
to in this announcement and will not be responsible to anyone other
than HeadFirst and Bidco for providing the protections afforded to
clients of Jefferies, nor for providing advice in relation to the
contents of this announcement or any other matter referred to in
this announcement. Neither Jefferies nor any of its affiliates 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
Jefferies in connection with this announcement, any statement
contained herein or otherwise.
Barclays Bank plc, acting through its Investment Bank
("Barclays"), which is
authorised by the PRA and regulated in the United Kingdom by the
FCA and the PRA, is acting exclusively for HeadFirst and Bidco and
no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than
HeadFirst and Bidco for providing the protections afforded to
clients of Barclays nor for providing advice in relation to any
matter referred to in this announcement.
In
accordance with the Code, normal United Kingdom market practice and
Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will
continue to act as exempt principal trader in Impellam securities
on AIM. These purchases and activities by exempt principal traders
which are required to be made public in the United Kingdom pursuant
to the Code will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Overseas
Shareholders
This announcement has been prepared for the purposes of
complying with English law and the applicable requirements of the
Code, the Panel and the AIM Rules and the information disclosed may
not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws or
regulations of jurisdictions outside England and
Wales.
The release, publication or distribution of this announcement
to persons, and the availability of the Acquisition to Impellam
Shareholders, in each case who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other
than the United Kingdom may be affected by the laws or regulations
of the relevant jurisdictions in which they are resident. It is the
responsibility of any person outside the United Kingdom into whose
possession this announcement comes to satisfy themselves as to the
full observance of the laws or regulations of the relevant
jurisdiction in connection with the Acquisition, including the
obtaining of any governmental, exchange control or other consents
which may be required and compliance with other necessary
formalities which are required to be observed and the payment of
any issue, transfer or other taxes or levies due in such
jurisdiction. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, Impellam, HeadFirst and Bidco disclaim
any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition is
not being made available (in whole or in part), directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws or regulations in that jurisdiction, and
no person may vote in favour of the Scheme by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws or regulations of that jurisdiction.
Copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly,
in whole or in part, mailed or otherwise forwarded, distributed or
sent in, into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Any person
(including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual
or legal obligation to, forward this announcement and any other
related document to any jurisdiction other than the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
The Acquisition is subject to, among other things, the
applicable requirements of the Code, the Panel and the AIM
Rules.
Notice to US Impellam
Shareholders
The Acquisition relates to the shares of a UK company and is
being made by way of a scheme of arrangement provided for under
Part 26 of the Companies Act. The Acquisition, implemented by way
of a scheme of arrangement, relates to the shares of a UK company
that is a "foreign private issuer" as defined under Rule 3b-4 under
the US Exchange Act and is governed by English Law. Accordingly,
the Scheme is exempt from the registration requirements under the
US Securities Act and is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act. Moreover,
the Acquisition is subject to the disclosure requirements and
practices applicable to a scheme of arrangement involving a target
company in England with securities admitted to trading on AIM,
which differ from the requirements of US proxy solicitation or
tender offer rules.
The information contained in this announcement has neither
been approved nor disapproved by the US Securities and Exchange
Commission (the "SEC") or
any US state securities commissions. Neither the SEC, nor any state
securities commission, has passed upon the fairness or merits of
the proposal described in, nor upon the accuracy or adequacy of the
information contained in, this announcement. Any representation to
the contrary is a criminal offence in the United
States.
Impellam Shareholders (whether or not US persons) who are
affiliates (as defined in the US Securities Act) of Impellam
before, and/or become affiliates of HeadFirst, Bidco or Impellam on
or after, the implementation of the Scheme, will be subject to
certain US transfer restrictions relating to the Impellam Shares,
the Loan Notes and any Conversion Shares.
Impellam and Bidco are both incorporated under the laws of
England and Wales. Some or all of the officers and directors of
Impellam and Bidco respectively are residents of countries other
than the United States. In addition, some of the assets of Impellam
and Bidco are located outside the United States. As a result, it
may be difficult for US shareholders to enforce certain rights and
claims arising in connection with the Acquisition under US federal
securities laws since Bidco and Impellam are located outside the
US, and their officers and most of their directors reside outside
the US. Therefore, investors may have difficulty effecting service
of process within the US upon those persons or recovering against
Impellam or its officers or directors on judgments of US courts,
including judgments based upon the civil liability provisions of
the US federal securities laws. It may not be possible to sue a
non-US company or its officers or directors in a non-US court for
violations of US securities laws. It also may not be possible to
compel a non-US company or its affiliates to subject themselves to
a US court's judgment.
For the securities issued under the Scheme to qualify for the
exemption from registration provided by section 3(a)(10) of the US
Securities Act, Impellam will advise the Court that the Court's
sanctioning of the Scheme will be relied on as approval of the
Scheme following a hearing on the Scheme's fairness to Impellam
shareholders, at which hearing all Impellam shareholders are
entitled to attend in person, or through counsel, to support or
oppose the sanctioning of the Scheme and such hearing has been
notified to all Impellam shareholders.
The Loan Notes issued in the Acquisition and any Conversion
Shares issued on conversion of any Convertible Loan Notes have not,
and will not be, registered under the US Securities Act.
Accordingly, the Loan Notes and any Conversion Shares issued on
conversion of any Convertible Loan Notes may not be subsequently
offered, sold or delivered in the United States unless such sale,
offer or delivery is effected in compliance with an applicable
exemption from the registration requirements of the US Securities
Act.
The Loan Notes issued in the Acquisition and any Conversion
Shares issued on conversion of any Convertible Loan Notes will not
be registered under any US state securities laws and no steps have
been or will be taken to enable the Loan Notes or any Conversion
Shares issued on conversion of any Convertible Loan Notes to be
offered in compliance with the securities laws of any US state.
Accordingly, the Loan Notes and any Conversion Shares issued on
conversion of any Convertible Loan Notes may not be offered, sold
or delivered, directly or indirectly, to persons resident in a US
state unless such offer, sale or delivery is effected in compliance
with an exemption from the registration requirements of the
securities laws of such state.
The Loan Notes issued in connection with the Acquisition
(along with any Conversion Shares issued on conversion of any
Convertible Loan Notes) in exchange for Impellam Shares that were
not "restricted securities" should not be treated as "restricted
securities" within the meaning of Rule 144(a)(3) under the US
Securities Act and persons who receive the Loan Notes or any
Conversion Shares as a result of the Scheme which are not
restricted securities (other than "affiliates" as described below)
may resell them without restriction under the US Securities Act.
Persons who hold Impellam Shares which are restricted securities
will receive Loan Notes (and any Conversion Shares issued on
conversion of any Convertible Loan Notes) that will be subject to
the same restrictions as applied to their Impellam
Shares.
Under Rule 145(d) of the US Securities Act, any Impellam
Shareholder in the United States who is deemed to be an affiliate
of HeadFirst, Bidco or Impellam before the implementation of the
Scheme, and/or is or becomes an affiliate of HeadFirst, Bidco
following the implementation of the Scheme (whether or not a US
person), will be subject to timing, manner of sale and volume
restrictions on the sale of Loan Notes, and any Conversion Shares
issued on conversion of any Convertible Loan Notes and may not
resell the Loan Notes or any Conversion Shares issued on conversion
of any Convertible Loan Notes except pursuant to an exemption from
the registration requirements of the US Securities Act, or in a
transaction not subject to such requirements (including a
transaction that satisfies the applicable requirements of
Regulation S under the US Securities Act relating to offers and
sales outside the United States). For these purposes, an
"affiliate" of any person is generally defined to be a person that
directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with,
that person. Impellam Shareholders in the United States that
believe they are or may be "affiliates" of HeadFirst, Bidco or
Impellam should consult their own legal advisers prior to any sale
of the Loan Notes issued pursuant to the Scheme or any Conversion
Shares issued on conversion of any Convertible Loan Notes. US
Impellam Shareholders also should be aware that the transaction
contemplated herein may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other, tax laws and, that such consequences, if
any, are not described herein. US Impellam Shareholders are urged
to consult with legal, tax and financial advisers in connection
with making a decision regarding this
transaction.
The Acquisition is subject to the applicable requirements of
the Code, the AIM Rules and the London Stock
Exchange.
The receipt of cash by a US Impellam Shareholder as
consideration for the transfer of its Impellam Shares pursuant to
the Acquisition will be a taxable transaction for United States
federal income tax purposes and may also be a taxable transaction
under applicable state and local tax laws, as well as non-US and
other tax laws. Each US Impellam Shareholder is urged to consult
its independent professional tax adviser immediately regarding the
tax consequences of the Acquisition applicable to them, including
under applicable US and local, as well as overseas and other, tax
laws.
The statements contained in this announcement are made as at
the date of this announcement, unless some other time is specified
in relation to them, and service of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this announcement since such
date.
Nothing in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Impellam, the Impellam Group, HeadFirst Group, Bidco or the Bidco
Group, except where otherwise stated.
Disclosure requirements of
the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1 per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the tenth Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the tenth Business Day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror before the
deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day following the date
of the relevant dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 207 638
0129.
In
this summary of certain disclosure requirements of the Code,
Business Day has the meaning given to it in the
Code.
Publication on a
website
A
copy of this announcement will be made available subject to certain
restrictions relating to persons resident in any Restricted
Jurisdiction on the websites of Impellam and HeadFirst at
https://investors.impellam.com/offer-for-impellam-group-plc/ and
https://headfirst.group/takeover/ respectively by no later than
12.00 p.m. (London time) on the Business Day following the date of
this announcement. For the avoidance of doubt, the contents of
these websites are not incorporated into and do not form part of
this announcement.
