REG - Impellam Group plc - Scheme of Arrangement becomes Effective

ImpellamAnnouncement

21/03/2024 10:45

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RNS Number : 8008H  Impellam Group plc  21 March 2024

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/
(https://investors.impellam.com/offer-for-impellam-group-plc/) and
https://headfirst.group/takeover/ (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.

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