AR&A Publication & Commencement of Offer Period

RNS Number : 0316I

Impellam Group plc

12 April 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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 FALLING 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 AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WOULD BE MADE.

This announcement contains inside information.

For immediate release

12 April 2022

Impellam Group plc

(" Impellam ", the " Group " or the " Company ")

 

Publication of Annual Report

and
Notification from Majority Shareholder of Intention to Sell Shares - Commencement of Offer Period

Impellam Group plc (AIM: IPEL) announces that its Annual Report and Accounts for the year ended 31 December 2021 is available to view on the Company's website at https://investors.impellam.com/ .

The Annual Report and Accounts for the year ended 31 December 2021 and Notice of Annual General Meeting ("AGM") will be posted to shareholders in due course and will be notified.

The Impellam Board also announces that it has received a notification from the Company's majority shareholder, Lord Ashcroft, who is also Chairman of the Board, which is set out in full below. 

"This is to inform you that together with a family trust our shareholding in Impellam amounts to approximately 62% of the issued share capital, and I want to explore opportunities to sell this stake.  I would like therefore to open discussions with the Board in order to explore the various options for implementing this sale, with a view to selecting an optimal process (and one that maximises value for all shareholders).

This decision to exit is part of my restructuring of assets to focus on my philanthropic and other activities.  I wanted to make this move around two years ago but felt that it had to wait until the easing of covid.  I am 76 and that time is now. 

Impellam has emerged from the pandemic in an exceptionally strong position with no net debt.  The annual report being released today shows the strength of the business and the positive outlook.

I have thoroughly enjoyed my time thus far as Chairman of Impellam which has been exceptionally led throughout my tenure by Julia Robertson who has in place one of the most professional teams in the industry.  I am proud of them. "

The Company wishes to clarify that the statement in Lord Ashcroft's notification above in relation to net debt relates to end Q1 2022 and is pre IFRS16 adjustment.

Following consultation with the Panel on Takeovers and Mergers (the "Takeover Panel"), upon publication of this announcement the Company has entered an "offer period" as defined in the Code and, amongst other provisions, the dealing disclosure requirements in Rule 8 of the Code (summarised below) now apply in relation to the Company's relevant securities.

The Company will seek to work constructively with Lord Ashcroft to ensure that the interests of all shareholders are properly considered.

Neither the Company nor Lord Ashcroft are currently in discussions with any potential offeror for the Company or Lord Ashcroft's shares in the Company or in receipt of a possible offer for the Company or for Lord Ashcroft's shares in the Company.

The sale of Lord Ashcroft's shares to a single acquirer, or multiple parties acting in concert, would trigger

the requirement for a mandatory offer under Rule 9 of the Code for the remaining issued and to be issued ordinary shares in Impellam, except with the consent of the Takeover Panel.

At this early stage, there can be no certainty that a sale of all or any of Lord Ashcroft's shareholding in Impellam will take place, nor as to the terms on which any such transaction may take place. Nor can there be any certainty that an offer will be made for the Company, or as to the terms on which any such offer may be made.

Further announcements will be made as appropriate.

The individual responsible for arranging for the release of this announcement on behalf of the Company is Julia Robertson, Chief Executive Officer.

 

Enquiries:

Impellam Group plc Julia Robertson, Chief Executive Officer	01582 692 658 [e-mail]
Canaccord Genuity Ltd (Nomad and Sole Broker) Andrew Potts Bobbie Hilliam Georgina McCooke	020 7523 8150

Important Information

Rule 2.9

In accordance with Rule 2.9 of the Code, Impellam confirms that it has in issue 45,156,420 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") and admitted to trading on the AIM Market of the London Stock Exchange. The Company has no Ordinary Shares held in Treasury. The International Securities Identification Number for Impellam Ordinary Shares is GB00B8HWGJ55.

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 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.

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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Website

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.

Miscellaneous

Canaccord Genuity Limited which is regulated in the United Kingdom by The Financial Conduct Authority is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Canaccord Genuity Limited or for providing advice in relation to the matters described in this announcement.

This announcement is not intended to, and does not, constitute 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. This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Note to Editors:

Our Managed Services businesses are enabled by talent-focused Specialist Staffing brands with deep heritages, vertical sector expertise and loyal candidate networks. Clients across the world trust us to deliver Managed Services and Specialist Staffing in the UK, North America, Asia Pacific and Europe.

Working with them are 2,900 Impellam people, bringing a wealth of expertise through our 13 market-leading brands across 70 locations. Every year, we connect carefully chosen candidates with good work at all levels. They include technology and digital specialists, scientists, clinical experts, engineers, nurses, doctors, lawyers, teachers, receptionists, drivers, chefs, administrators, warehouse and call centre operatives.

Underpinning everything we do is our Virtuoso strategy which recognises it is our people who make the difference. Virtuosos make and deliver on promises, and grow with their customers through sector, service or international expansion which ensures there is never a need for a customer or candidate to leave Impellam. Impellam is the largest Global Talent Acquisition and Managed Workforce Solutions provider in the UK, and 8th ¹  in the world.

For more information about Impellam Group please visit:    www.impellam.com

1 By SUM (confirmed by Staffing Industry Analysts).  Spend Under Management (SUM) is the total amount of client expenditure which our Managed Services brands manage on behalf of their clients. This equates to revenue earned where Impellam acts as principal plus gross billings to customers where Impellam acts as agent (2020 published numbers). Management use this measure as it reflects the total value of the client spend to the Group and not just the revenue generated

 

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