REG - Impellam Group plc - Extension of PUSU Deadline

ImpellamAnnouncement

29/11/2023 16:45

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RNS Number : 1156V  Impellam Group plc  29 November 2023

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 SUCH JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE"). THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE
TERMS ON WHICH ANY OFFER MAY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 November 2023

Impellam Group plc

("Impellam" or the "Company")

Extension of deadline under Rule 2.6(c) of the Code

 

On 4 July 2023 the Company announced that it was in discussions with HeadFirst
Global B.V. ("HeadFirst") in relation to a possible offer by HeadFirst for the
entire issued and to be issued ordinary share capital of Impellam. In
accordance with the Code, the deadline by which HeadFirst was required either
to announce a firm intention to make an offer for Impellam in accordance with
Rule 2.7 of the Code or to announce that it does not intend to make an offer
(the "Deadline") was set at 5.00 p.m. (London time) on 1 August 2023.

 

On 1 August 2023, the Company announced that the Deadline had been extended
until 5.00 p.m. (London time) on 11 August 2023. Since that time, the Deadline
has been further extended a number of times, most recently on 8 November 2023
when the Company extended the Deadline until 5.00 p.m. (London time) on 29
November 2023.

 

The Company today announces that the directors of Impellam (the "Board") have
requested, and the Panel on Takeovers and Mergers (the "Panel") has consented
to, a further extension to the Deadline until 5.00 p.m. (London time) on 5
December 2023.

 

Although discussions between Impellam and HeadFirst are at an advanced stage,
this announcement does not amount to a firm intention to make an offer under
Rule 2.7 of the Code, and there can be no certainty that any firm offer will
be made nor as to the terms on which any offer may be made or that the terms
of any such offer would be acceptable to the  Company's majority shareholder.
Further announcements will be made as appropriate.

 

The Company remains in an 'offer period' in accordance with the rules of the
Code and the attention of Impellam shareholders is drawn to the continuing
disclosure requirements of Rule 8 of the Code, which are summarised below.

 

Enquiries:

 

 Impellam Group plc
 Julia Robertson, Chief Executive Officer                            Tel: +44 (0) 1582 692 658

 Houlihan Lokey UK Limited (Financial Adviser)
 Thomas Bailey                                                       Tel: +1 (678) 488 0504
 Tim Richardson                                                      Tel: +44 (0) 20 7484 4102

 Canaccord Genuity Limited (Nominated Adviser & Sole Broker)
 Bobbie Hilliam                                                      Tel: +44 (0) 20 7523 8150
 Emma Gabriel

The information contained within this announcement is considered by Impellam
to constitute inside information as stipulated under the Market Abuse
Regulations (EU) No.596/2014 (as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018). Upon the publication of this
announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain. The person responsible for
arranging the release of this announcement on behalf of the Company is Julia
Robertson, Chief Executive Officer.

 

Important notices:

 

This announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or solicitation of any offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction, whether
pursuant to this announcement or otherwise.

 

The release, distribution or publication of this announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of the relevant
jurisdictions and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. The information disclosed in this
announcement 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 the United Kingdom. Any failure to comply with the
restrictions may constitute a violation of the securities law of any such
jurisdiction.

 

Disclaimers:

 

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, 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 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, which is authorised and regulated in the United
Kingdom 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 Limited, nor for providing advice in
relation to the contents of this announcement or any other matter referred to
in this announcement.

 

Disclosure requirements of the Code:

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 (as defined in the Code) 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 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (London time) on the 10th 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 prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure (as defined in the
Code).

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror 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(s), 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 Takeover 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. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure:

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the investor section of the Company's website at
https://investors.impellam.com by no later than 12 noon (London time) on the
business day immediately following the date of this announcement. The content
of the website referred to in this announcement is not incorporated into and
does not form part of this announcement.

 

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