REG - HeadFirst Global BV Impellam Group plc - Update on Loan Notes and TISE listing

Jefferies FinancialAnnouncement

15/04/2024 08:15

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RNS Number : 5293K  HeadFirst Global BV  15 April 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

15 April 2024

RECOMMENDED ACQUISITION

of

Impellam Group plc ("Impellam")

by

HeadFirst Global PLC ("Bidco")

Update on Loan Notes and TISE listing

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
would acquire the entire issued, and to be issued, ordinary share capital of
Impellam (the "Acquisition"). The Acquisition was 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 21 March 2024, Impellam, HeadFirst and Bidco announced that, following the
delivery of a copy of the Court Order to the Registrar of Companies, the
Scheme became 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 Cash Consideration

Settlement of the Cash Consideration to which any Scheme Shareholder was
entitled was effected by way of the despatch of cheques or the crediting of
CREST accounts by Bidco (for Scheme Shareholders holding Scheme Shares in
certificated and in uncertificated form respectively) on 3 April 2024.

Despatch of Loan Note Certificates

Certificates in respect of the Non-Convertible Loan Notes, the Tranche A
Convertible Loan Notes and the Tranche B Convertible Loan Notes were
despatched by first class post (or by international post or airmail, if
overseas) on 2 April 2024 to Scheme Shareholders on Impellam's register of
members at the Scheme Record Time.

TISE Listing

On 12 April 2024, the TISE Listing and Membership Committee confirmed that the
application for the Loan Notes to be admitted to the official list of the
exchange had been granted with effect from 18:00 on the same day.

 

 

Enquiries:

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

 

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 was made solely by means of the Scheme Document which,
together with the Forms of Proxy, contained the full terms and conditions of
the Acquisition. Any decision in respect of the Loan Notes 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

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.

 

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 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.

Copies of this announcement 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.

Notice to US Impellam Shareholders

The Acquisition relates to the shares of a UK company and was 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, related 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 was governed by English Law.
Accordingly, the Scheme was 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
was 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
advised 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 was subject to the applicable requirements of the Code, the
AIM Rules and the London Stock Exchange.

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.

 

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