Bidco Share Capital Adjustments

Impellam Group plc

15 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 March 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

Amendments to Bidco Restructuring documents

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.

On 21 February 2024, Impellam, HeadFirst and Bidco announced that the Secretary of State had confirmed that no further action would be taken under the National Security and Investment Act 2021 in relation to the Acquisition. On 4 March 2024, Impellam, HeadFirst and Bidco announced that the applicable waiting period under the HSR Act had expired in respect of the Acquisition. As a result of these announcements, Conditions 3(a) and 3(b) of Section A of Part III of the Scheme Document are satisfied.

Bidco share capital adjustments

Impellam, HeadFirst and Bidco today announce that a number of adjustments to Bidco's share capital have been agreed in relation to the implementation of the Bidco Restructuring prior to the Court Hearing to sanction the Scheme on 19 March 2024. These changes will have no impact on the holders of the Convertible Loan Notes but will require amendments to certain documents in relation to the Acquisition. To that end, Impellam, HeadFirst, Bidco and certain other parties have (with the consent of the Panel) agreed to amendments to the Cooperation Agreement, the Share Exchange Agreement, the Bid Conduct Agreement, the form of New Articles to be adopted by Bidco and the Pro Forma Fully Diluted Share Capital of Bidco to be included as a schedule to the Convertible Loan Note Instruments.

The amended forms of these documents (along with redline versions showing the changes) have been made available subject to certain restrictions relating to persons resident in any Restricted Jurisdiction on the websites of Impellam and HeadFirst at ​thttps://investors.impellam.com/offer-for-impellamgroup-plc/ and https://headfirst.group/takeover/.

Timetable

The expected timetable of principal events for the implementation of the Scheme remains as announced on 4 March 2024. Impellam will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Impellam's website at https://investors.impellam.com/offer-for-impellam-group-plc/.

Enquiries:

Impellam                                                                                              [phone]

Julia Robertson

Tim Briant

Houlihan Lokey                                                                                    [phone]

(Financial Adviser to Impellam)

Thomas Bailey

Tim Richardson

Canaccord Genuity                                                                               [phone]

(NOMAD and Corporate Broker to Impellam)

Bobbie Hilliam

Emma Gabriel

HeadFirst and Bidco                                                                             [phone]           

Han Kolff

Blackwood                                                                                           [phone]

(Joint Financial Adviser to HeadFirst and Bidco)

Thomas Kardos

Dima Minzararu

Jefferies                                                                                               [phone]

(Joint Financial Adviser to HeadFirst and Bidco)

Paul Bundred

Nick Vernooij

Cameron Jones

Barclays                                                                                               [phone]

(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 [phone].

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/ and 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.

 

END