Response to media speculation
04/07/2023 18:03
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RNS Number : 9730E Impellam Group plc 04 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY
OFFER MAY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
4 July 2023
Impellam Group plc
("Impellam" or the "Company")
Response to media speculation
The board of directors of Impellam (the "Board") notes the recent media
speculation and confirms that the Company is in discussions with HeadFirst
Global ("HeadFirst") in relation to a possible offer by HeadFirst for the
entire issued and to be issued ordinary share capital of the Company (the
"Possible Offer").
HeadFirst is the 100 per cent owner of Beryllium BV, which is the shareholder
of HeadFirst Group, an international HR services platform offering a variety
of HR-solutions, including MSP-services and business consultancy.
The Board notes that 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.
The Board notes that the Company is already in an 'offer period' in accordance
with the rules of the Code as a result of its announcement on 12 April 2022.
The attention of Impellam shareholders is drawn to the continuing disclosure
requirements of Rule 8 of the Code, which are summarised below.
In accordance with Rule 2.6(a) of the Code, HeadFirst must, by not later than
5.00 p.m. (London time) on 1 August 2023, (or such later time and / or date
as may be agreed by the Takeover Panel (the "Panel") either announce a firm
intention to make an offer for the Company in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline will only be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.
Further announcements will be as appropriate.
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)
Andrew Potts Tel: +44 (0) 20 7523 8150
Bobbie Hilliam
Georgina McCooke
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 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than
3.30 pm (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 pm (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 Bidder 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 Bidder 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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