27 Oct 2015 17:25
27 October 2015
Impellam Group plc
("Impellam" or the "Company")
Proposed change in nature of Dividend
and alterations to the Company's Articles of Association
Proposed payment of dividend in specie
On 30 July 2015, the Company announced an interim dividend of 7.0 pence per share payable on 27 November 2015 to all shareholders on Impellam's register at 5.00pm on 16 October 2015 (the "Interim Dividend"). Further to this announcement, the Company announces that, subject to obtaining the approval of Shareholders at a General Meeting to held at 9.00am on 16 November 2015, Eligible Shareholders will receive the Interim Dividend by way of a dividend in specie (the "Share Dividend") of ordinary shares of £0.01 each in the share capital of Normandy Limited ("Normandy") on the basis of one Normandy Share for each amount of 7 pence that Qualifying Shareholders would otherwise be entitled to in cash by way of the Interim Dividend.
If Eligible Shareholders do not wish to hold the Normandy Shares which they would receive pursuant to the Share Dividend, Normandy (information on which is set out below) will procure purchasers to whom such Normandy Shares will be transferred on Eligible Shareholders' behalf in return for a cash payment to Eligible Shareholders of 7p per Normandy Share (the "Normandy Share Placing"). Details of this facility and further information on the proposed Share Dividend and alterations to the Company's Articles of Association will be included in a circular, which will be posted to Shareholders on or around 30 October 2015 and will also be available to view on the Company's website at www.impellam.com (the "Circular"). A further announcement will be made once the Circular is posted.
The Board has determined that Eligible Shareholders are those Shareholders on the Company's register of members at 5.00 p.m. on 16 October 2015 (London time) who are not Restricted Shareholders and to whom the distribution or communicating details of the Share Dividend (including onward distribution to beneficial owners (if any)) would not be in breach of law or regulation (or otherwise not practicable for the Directors of the Company ("the "Directors") to so conclude, also by reference to known beneficial owners).
As stated above, the proposed Share Dividend requires the approval of Shareholders. A Circular is being posted to Shareholders on or around 30 October 2015, which incorporates a Notice of General Meeting convening the General Meeting to be held at the offices of Cenkos Securities plc, 6. 7. 8 Tokenhouse Yard, London, EC2R 7AS at 9.00 a.m. on 16 November 2015. A resolution to approve the Share Dividend and a resolution to amend the Articles of Association of the Company with regards to the approval of future dividends in specie will be proposed at the General Meeting. Should the resolution to approve the Share Dividend be passed, the Board anticipates that the Share Dividend will be paid to Eligible Shareholders on 27 November 2015.
If the Share Dividend Resolution is not passed, all Shareholders will receive payment of the Interim Dividend in cash.
Restricted Shareholders
Restricted Shareholders, as defined below, will not be entitled to receive the Share Dividend and will instead receive the Interim Dividend in cash.
Important information for Shareholders
Eligible Shareholders who do not wish to hold the Normandy Shares issued and allotted to them pursuant to the Share Dividend may elect to participate in the Normandy Share Placing by completing the accompanying "Normandy Placing Form" to be posted with the Circular.
Such Shareholders should complete the accompanying Normandy Placing Form and return it to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham Kent BR3 4TU, United Kingdom, in accordance with the instructions set out in the form so as to be received by no later than 1.00 p.m. on 13 November 2015.
If Shareholders do not complete and return a signed copy of the Normandy Placing Form so as to be received by 1.00 p.m. on 13 November 2015, they will have no right to participate in the Normandy Share Placing. Shareholders do not otherwise need take any action to receive Normandy Shares pursuant to the Share Dividend.
If Shareholders do not complete the Normandy Placing Form in accordance with the instructions set out within it, in particular the requirement to execute the Normandy Placing Form in the presence of an independent witness (being a person who is not directly related to you), no arrangements will be made on their behalf for the placing of their Normandy Shares under the Normandy Share Placing and as such they will not receive cash as a result of the sale of Normandy Shares in the Normandy Share Placing.
Information on Normandy
Normandy was incorporated in Bermuda as an exempted company on 21 September 2015. As at the date of this letter, Normandy's issued share capital is comprised of one Normandy Share, which is held by the Company.
Immediately before the making of the Share Dividend all the shares in Normandy will be held by the Company but the issued share capital will be increased to equal the number of Normandy Shares to be transferred to Eligible Shareholders by way of the Share Dividend. Following the transfer of Normandy Shares by way of the Share Dividend, the Company will not hold any Normandy Shares.
The Normandy Directors are Lord Ashcroft (Non-executive Chairman of Impellam), Philip Osborne and Abner Peralta. Summary Biographies of the Normandy Directors are set out in the Appendix to this announcement.
Details of the Normandy Directors' shareholdings in Normandy immediately following completion of the Share Dividend (but excluding any Normandy Shares which may be acquired from Electing Shareholders pursuant to the Normandy Share Placing referred to above) will be set out in the Circular. The Normandy Directors have informed the Company that they will not receive any remuneration from Normandy or the Company in respect of their role as Normandy Directors. The Circular also sets unaudited pro forma financial information showing Normandy as if the Share Dividend had been received by all Eligible Shareholders on 27 November 2015.
Normandy Business strategy and future listing
Lord Ashcroft is an international businessman with a track record of generating returns for investors across the United Kingdom and United States in business service sectors. His past business achievements highlight an ability to identify underperforming target businesses, unexploited opportunities, and potential new investments with entrepreneurs who have good strategic plans. Normandy intends to implement its objectives and goals by making use of his business knowledge and expertise in investment.
Goals and objectives
The Normandy Directors have informed the Company that the primary goals and objectives of Normandy are to:
(a) establish Normandy as a key operator and provider in its chosen fields of activity primarily in the business services sector;
(b) grow Normandy over time through a combination of acquisitions and organic growth; and
(c) maximise shareholder value and returns,
in accordance with the legal constraints discussed below.
Business strategy
The Normandy Directors intend that the strategic focus of Normandy will be on business opportunities where one or more of the following characteristics is present:
(d) there is an opportunity to acquire a controlling stake in businesses that are underperforming and where operational performance modification will achieve substantially improved performance and profitability;
(e) businesses that possess recurring contractual revenues under multi-year, long term agreements with potentially low annual erosion of the contract base;
(f) businesses with good potential free cash flow achievable with low recurring capital expenditure needs;
(g) businesses within a fragmented competitive landscape where there is potential to execute consolidation of operations and acquisitions, to leverage of economies of scale and to apply service model replication across multiple clients;
(h) businesses in sectors where regulatory compliance pressures and environmental change provide opportunities for outsourcing services to specialist providers;
(i) businesses in markets where there is opportunity to bundle related services to achieve operational efficiencies or scale, and improved profitability for Normandy; or
(j) businesses where high operational expertise or brand position create barriers to entry, or ability to convert customers to longer term agreements.
Market Sectors
The Normandy Directors have informed the Company that they currently intend to seek business opportunities in organisations providing business and outsourced services including:
(a) Business Services - Companies in this sector provide operational support to their customers' key business activities. Examples include technical support to staff through call centres and digital solutions and software-as-a-service models.
(b) Business Process Outsourcing Services - In this sector organisations outsource an entire business process to a third party company. Examples of process outsourcing services include front office customer contact centres, or back office human resource and payroll services providers.
(c) Healthcare Support Services - Organisations in this sector address market requirements for integrated patient centred healthcare. Examples are the logistical movement of the patient from the hospital to specialty medical facilities to the home, coordination of homecare and social care services, and remote monitoring of chronic or ongoing healthcare issues.
(d) Workplace and Facility Services - Organisations in this sector provide operating staff to perform a combination of support services within a client's facilities but are generally not responsible for the core business activities of the client. These services include workplace supplies, reception and catering, recycling and environmental services, safety and compliance services, facility cleaning and other support services.
Geographic Focus
The Normandy Directors have informed the Company that they currently intend to seek business opportunities principally in the United Kingdom and the United States.
Legal considerations
The Normandy Directors have informed the Company that the goals and objectives of Normandy and the business strategy to achieve them are consistent with and will be implemented with the intention that Normandy is not and does not become a collective investment undertaking for the Alternative Investment Fund Managers Directive (2011/61/EU) nor a non-mainstream pooled investment as defined by the UK's Financial Conduct Authority i.e. (A) it has a business strategy which includes characteristics such as running predominantly (i) a commercial activity, involving the purchase, sale and/or exchange of goods or commodities and/or the supply of non-financial services, or (ii) an industrial activity, involving the production of goods or construction of properties, or (iii) a combination of (i) and (ii); or (B) it will as a holding company invest in the shareholdings of one or more other companies with the commercial purpose of carrying out its business strategies through one or more subsidiaries, associated companies or shareholder participations in order to contribute to their long-term value and it is not being established for the main purpose of generating returns for its investors by the divestment of its subsidiaries, associated companies or its shareholder participations; or (C) a combination of (A) and (B).
Bermuda Stock Exchange Listing
The Normandy Directors have informed the Company that they have submitted a prospectus to the Bermuda Stock Exchange as part of the application procedure for the Normandy Shares to be listed on the Bermuda Stock Exchange. Final application for approval for listing can only be made upon the issuance and allotment of the Normandy Shares and the Board currently expects that such listing will complete within 30 days of the Dividend Payment Date. There can be no assurance that such listing approval will be obtained and, if obtained, maintained by Normandy.
The Lombard Trust
As the holder of approximately 52.3 per cent. of the Company's issued share capital and as an Eligible Shareholder, The Lombard Trust will be entitled to receive approximately 52.3 per cent. of the issued share capital of Normandy, assuming completion of the Share Dividend. The Lombard Trust has confirmed to the Company that it does not intend to elect to dispose of any Normandy Shares in the Normandy Share Placing.
Recommendation
All of the Directors consider that the Share Dividend and the Resolutions to be considered at the General Meeting are in the best interests of the Company and of the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings, amounting in aggregate to 2,017,750 Ordinary Shares.
The Share Dividend is conditional upon the passing of the Share Dividend Resolution at the General Meeting. Shareholders should be aware that if the Share Dividend Resolution is not passed, all shareholders will receive payment of the Interim Dividend in cash.
Definitions
"Dividend Payment Date" means 27 November 2015
"Eligible Shareholders" are those Shareholders on the Company's register of members at 5.00 p.m. on 16 October 2015 (London time) who are not Restricted Shareholders and to whom the distribution or communicating of details of the Share Dividend (including onward distribution to beneficial owners (if any)) would not be in breach of law or regulation (or otherwise not practicable for the Directors to so conclude, also by reference to known beneficial owners).
"Restricted Shareholders" are shareholders resident in any excluded territories being the United States, Canada, Australia, Japan, Peru, Brazil or Malaysia or any of their respective territories or possessions.
"Shareholders" are shareholders of the Company.
"Normandy Shares" are ordinary shares of £0.01 pence each in the share capital of Normandy Limited.
For further information please contact:
Impellam Group plc
Julia Robertson, Chief Executive Tel: 01582 692658
Cenkos Securities plc (Nominated Adviser and Broker to Impellam)
Nicholas Wells Tel: 020 7397 8900
Note to Editors:
Impellam Group plc, traded on the AIM (Symbol: IPEL) is the 2nd largest staffing business in the UK, 12th worldwide and is a leading provider of managed services and specialist staffing expertise across the UK, North America, Asia Pacific and mainland Europe. We place over 73,500 skilled people into work each week across a wide range of industries and provide candidates with fulfilling jobs at all levels, including doctors, lawyers, accountants, nurses, teachers, scientists, receptionists, drivers, chefs, administrators, engineers, web developers, IT consultants, cleaners, security guards, and manufacturing and warehouse operatives. We employ over 2,700 managers and consultants - throughout our network of 19 market-leading brands - across 234 international offices.
Appendix
Lord Ashcroft KCMG PC, 69, is an international businessman, author, philanthropist and pollster. He has many varied business interests with significant investments and participation in both public and private companies in the United Kingdom, United States and the Caribbean. He was appointed Non-executive Chairman of the Company in December 2014. In September 2012 he was appointed a member of the Privy Council and was made the Government's Special Representative for Veterans' Transition, working with all departments to ensure military personnel receive the support they need when making the transition to civilian life. Lord Ashcroft supports a wide range of charities, including those dealing with crime prevention and education. He is the founder and Chairman of the Board of Trustees of Crimestoppers, Vice Patron of the Intelligence Corps Museum, a Trustee of Imperial War Museums, Ambassador to SkillForce, a Trustee and President of the West India Committee, Chairman of the Trustees of Ashcroft Technology Academy and Chancellor of Anglia Ruskin University in the UK. He is also a Trustee of the Cleveland Clinic in the US.
Philip Osborne, 53, has been Company Secretary of BCB Holdings Limited ("BCBH") since 1993 and a director of BCBH since February 2007. Mr. Osborne is a solicitor and a member of the Law Society of England and Wales. Before joining BCBH, Mr. Osborne worked as a legal adviser to the London Stock Exchange and The Securities Association in the United Kingdom and for the international law firms of Clifford Chance and S. J. Berwin & Co. He is also a member of the Belize Bar Association. Mr. Osborne is also a director of Waterloo Investment Holdings Limited.
Abner Peralta, 39, has been the Company Secretary of Waterloo Investment Holdings Limited since May 2012. Mr. Peralta is also the Company Secretary for The Belize Bank Limited, the largest banking operation in Belize, and its subsidiary Belize Bank International Limited, a company authorised to conduct international banking business with international customers from Belize. Mr. Peralta holds a Bachelor of Laws degree from the University of London and a Postgraduate Diploma in Legal Practice from the College of Law in England. Mr. Peralta was admitted to practice law in Belize in July 2015 and is a member of the Belize Bar Association.