REG - Impellam Group plc - Update on Offer Conditions

ImpellamAnnouncement

21/02/2024 16:00

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RNS Number : 9861D  Impellam Group plc  21 February 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

21 February 2024

RECOMMENDED ACQUISITION

of

Impellam Group plc ("Impellam")

by

Heather Global PLC ("Bidco")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Update on satisfaction of the Conditions

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 17 January 2024, Impellam announced that, at both the Court Meeting and
General Meeting held on that date in connection with the Acquisition, the
requisite majorities voted in favour of all resolutions necessary to approve
and give effect to the Scheme.

Update on satisfaction of the Conditions

Impellam, HeadFirst and Bidco are pleased to announce that the Secretary of
State has today confirmed that no further action will be taken under the
National Security and Investment Act 2021 in relation to the Acquisition. As a
result, Condition 3(b) of Section A of Part III of the Scheme Document has now
been satisfied.

The Acquisition remains subject to certain other Conditions including the
remaining competition law approval under the HSR Act, the Court sanctioning
the Scheme at the Sanction Hearing, the delivery of a copy of the Court Order
to the Registrar of Companies and the satisfaction or (where capable of being
waived) waiver of the other Conditions to the Acquisition as set out in Part
III of the Scheme Document.

A further announcement will be made as soon as an update is available on
satisfaction of the remaining Conditions.

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.

Important notices

This announcement is for information purposes only and, is not intended, and
does not, constitute or form part of any offer to sell or an invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any
securities or the solicitation of an offer to buy any securities or any vote
or approval in any jurisdiction, pursuant to the Acquisition or otherwise.

The Acquisition is made solely by means of the Scheme Document which, together
with the Forms of Proxy, contains the full terms and conditions of the
Acquisition. Any decision in respect of the Acquisition should be made only on
the basis of the information in the Scheme Document.

This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed 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 England and Wales.

This announcement does not constitute a prospectus, a prospectus equivalent
document or an exempted document.

 

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.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act
as exempt principal trader in Impellam securities on AIM. These purchases and
activities by exempt principal traders which are required to be made public in
the United Kingdom pursuant to the Code will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.

 

Overseas Shareholders

This announcement has been prepared for the purposes of complying with English
law and the applicable requirements of the Code, the Panel and the AIM Rules
and the information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws or regulations of jurisdictions outside England and Wales.

The release, publication or distribution of this announcement to persons, and
the availability of the Acquisition to Impellam Shareholders, in each case who
are not resident in the United Kingdom or who are subject to the laws of any
jurisdiction other than the United Kingdom may be affected by the laws or
regulations of the relevant jurisdictions in which they are resident. It is
the responsibility of any person outside the United Kingdom into whose
possession this announcement comes to satisfy themselves as to the full
observance of the laws or regulations of the relevant jurisdiction in
connection with the Acquisition, including the obtaining of any governmental,
exchange control or other consents which may be required and compliance with
other necessary formalities which are required to be observed and the payment
of any issue, transfer or other taxes or levies due in such jurisdiction. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, Impellam, HeadFirst and Bidco disclaim any
responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition is not being made available (in
whole or in part), directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws or regulations in that
jurisdiction, and no person may vote in favour of the Scheme by any such use,
means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws or
regulations of that jurisdiction.

Copies of this announcement and all documents relating to the Acquisition are
not being, and must not be, directly or indirectly, in whole or in part,
mailed or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted Jurisdiction. Any
person (including, without limitation, any custodian, nominee and trustee) who
would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and any other related document to any
jurisdiction other than the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction.

The Acquisition is subject to, among other things, the applicable requirements
of the Code, the Panel and the AIM Rules.

Notice to US Impellam Shareholders

The Acquisition relates to the shares of a UK company and is being made by way
of a scheme of arrangement provided for under Part 26 of the Companies Act.
The Acquisition, implemented by way of a scheme of arrangement, relates to the
shares of a UK company that is a "foreign private issuer" as defined under
Rule 3b-4 under the US Exchange Act and is governed by English Law.
Accordingly, the Scheme is exempt from the registration requirements under the
US Securities Act and is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Moreover, the Acquisition is
subject to the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in England with securities admitted to
trading on AIM, which differ from the requirements of US proxy solicitation or
tender offer rules.

The information contained in this announcement has neither been approved nor
disapproved by the US Securities and Exchange Commission (the "SEC") or any US
state securities commissions. Neither the SEC, nor any state securities
commission, has passed upon the fairness or merits of the proposal described
in, nor upon the accuracy or adequacy of the information contained in, this
announcement. Any representation to the contrary is a criminal offence in the
United States.

Impellam Shareholders (whether or not US persons) who are affiliates (as
defined in the US Securities Act) of Impellam before, and/or become affiliates
of HeadFirst, Bidco or Impellam on or after, the implementation of the Scheme,
will be subject to certain US transfer restrictions relating to the Impellam
Shares, the Loan Notes and any Conversion Shares.

Impellam and Bidco are both incorporated under the laws of England and Wales.
Some or all of the officers and directors of Impellam and Bidco respectively
are residents of countries other than the United States. In addition, some of
the assets of Impellam and Bidco are located outside the United States. As a
result, it may be difficult for US shareholders to enforce certain rights and
claims arising in connection with the Acquisition under US federal securities
laws since Bidco and Impellam are located outside the US, and their officers
and most of their directors reside outside the US. Therefore, investors may
have difficulty effecting service of process within the US upon those persons
or recovering against Impellam or its officers or directors on judgments of US
courts, including judgments based upon the civil liability provisions of the
US federal securities laws. It may not be possible to sue a non-US company or
its officers or directors in a non-US court for violations of US securities
laws. It also may not be possible to compel a non-US company or its affiliates
to subject themselves to a US court's judgment.

For the securities issued under the Scheme to qualify for the exemption from
registration provided by section 3(a)(10) of the US Securities Act, Impellam
will advise the Court that the Court's sanctioning of the Scheme will be
relied on as approval of the Scheme following a hearing on the Scheme's
fairness to Impellam shareholders, at which hearing all Impellam shareholders
are entitled to attend in person, or through counsel, to support or oppose the
sanctioning of the Scheme and such hearing has been notified to all 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. US
Impellam Shareholders also should be aware that the transaction contemplated
herein may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws
and, that such consequences, if any, are not described herein. US Impellam
Shareholders are urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.

The Acquisition is subject to the applicable requirements of the Code, the AIM
Rules and the London Stock Exchange.

The receipt of cash by a US Impellam Shareholder as consideration for the
transfer of its Impellam Shares pursuant to the Acquisition will be a taxable
transaction for United States federal income tax purposes and may also be a
taxable transaction under applicable state and local tax laws, as well as
non-US and other tax laws. Each US Impellam Shareholder is urged to consult
its independent professional tax adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
US and local, as well as overseas and other, tax laws.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.

Nothing in this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Impellam, the Impellam Group,
HeadFirst Group, Bidco or the Bidco Group, except where otherwise stated.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 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 tenth Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the tenth 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 before the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. 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 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, 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 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 207 638 0129.

In this summary of certain disclosure requirements of the Code, Business Day
has the meaning given to it in the Code.

Publication on a website

A copy of this announcement will be made available subject to certain
restrictions relating to persons resident in any Restricted Jurisdiction 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 by no later than 12.00 p.m. (London time) on the Business Day
following the date of this announcement. For the avoidance of doubt, the
contents of these websites are not incorporated into and do not form part of
this announcement.

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