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
FOR
IMMEDIATE RELEASE
21 March
2024
RECOMMENDED
ACQUISITION
of
Impellam Group plc
("Impellam")
by
Heather Global PLC
("Bidco")
Scheme of
Arrangement becomes Effective
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 19 March 2024, Impellam,
HeadFirst and Bidco announced that the High Court of England and
Wales had made an order sanctioning the Scheme under section 899 of
the Companies Act at the Court Hearing held on that day.
Scheme Effective
Impellam, HeadFirst and Bidco are
pleased to announce that, following the delivery of a copy of the
Court Order to the Registrar of Companies today, the Scheme has now
become Effective in accordance with its terms and the entire issued
and to be issued ordinary share capital of Impellam is now owned by
Bidco.
Settlement of Consideration
Scheme Shareholders on Impellam's
register of members at the Scheme Record Time, being 6:00 p.m. on
20 March 2024, will be entitled to receive for each Scheme Share
held, 557.2 pence in cash and 392.8 pence in principal amount of
Loan Notes.
Settlement of the Cash Consideration
to which any Scheme Shareholder is entitled will be effected by way
of the despatch of cheques (or other such method approved by the
Panel) or the crediting of CREST accounts by Bidco (for Scheme
Shareholders holding Scheme Shares in certificated and in
uncertificated form respectively) no later than 14 days after the
Effective Date as set out in the Scheme Document (being 4 April
2024).
Settlement of the Loan Notes to
which a Scheme Shareholder is entitled will be issued by Bidco to
the Scheme Shareholder. Regardless of whether the Scheme Shares are
held at the Scheme Record Time in certificated or uncertificated
form, definitive certificates for the Loan Notes will be despatched
by first class post (or by international post or airmail, if
overseas) within 14 days of the Effective Date. No certificates for
Loan Notes will be despatched to addresses in Restricted
Jurisdictions.
All cheques for the Cash
Consideration and definitive certificates for the Loan Notes will
be despatched to the person entitled thereto at the address as
appearing in the register of members of Impellam as at the Scheme
Record Time or in accordance with any special standing instructions
regarding communications (except that, in
the case of joint holders, Bidco reserves the right to make such
cheques payable to the joint holder whose name stands first in the
register of members of the Company in respect of such holding at
the Scheme Record Time or to make such cheques payable to all joint
holders). None of Impellam, Bidco, any nominee(s) of Impellam or
Bidco, or any of their respective agents shall be responsible for
any loss or delay in the transmission of cheques sent in this way,
and such cheques shall be sent at the risk of the person or persons
entitled thereto.
Suspension and cancellation of listing and
trading
As
previously advised, Impellam Shares were suspended
from trading on AIM at 7:30 a.m. this morning. Following the
application to the London Stock Exchange, the
cancellation of the admission to trading of Impellam Shares on AIM
is expected to take effect at 7:00 a.m. tomorrow
morning.
As a result of the Scheme becoming
Effective, share certificates in respect of Impellam Shares cease
to be valid documents of title and entitlements to Impellam Shares
held in uncertificated from in CREST are being
cancelled.
Director resignations and appointments
As the Scheme has now become
Effective, Impellam announces that, with effect from today's date,
the Impellam Non-Executive Chair (Lord Michael Ashcroft KCMG PC),
the Impellam Non-Executive Director (Angela Entwistle) and each of
the Impellam Independent Non-Executive Directors (Mike Ettling,
Michael Laurie and Baroness Stowell of Beeston MBE PC) have stepped
down from the board of directors of Impellam.
Julia Robertson (current Chief
Executive Officer of Impellam) and Tim Briant (current Chief
Financial Officer of Impellam) remain as directors of Impellam and,
with effect from today's date, will join the board of directors of
Bidco as Group CEO and Group CFO, respectively.
General
If any of the dates and/or times set
out above change, the revised dates and/or times will be notified
to Impellam Shareholders by announcement through a Regulatory
Information Service, with such announcement being made available on
the websites of Impellam and HeadFirst at https://investors.impellam.com/offer-for-impellam-group-plc/
and https://headfirst.group/takeover/
respectively.
All references to times in this
announcement are to London times unless otherwise
stated.
Impellam is no longer in an 'Offer
Period' as defined in the Code and accordingly the dealing
disclosure requirements previously notified to investors no longer
apply.
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.
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.
Notice to US 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.
