21 Mar 2024 10:36
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.