Notice of AGM and change to dividend timetable

RNS Number : 1649P

Impellam Group plc

04 June 2015

 



4 June 2015

Impellam Group plc

("Impellam" or the "Company")

Notice of AGM & Change in Dividend Timetable

Impellam announces that it has today posted its Notice of Annual General Meeting ("AGM") which is to be held at 9.00 a.m. on Tuesday 30 June 2015 at the offices of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London, EC2R 7AS. The Notice contains, inter alia, details of an amendment to the Company's dividend timetable in connection with a proposed dividend in specie.

The Notice of AGM is available to view on the Company's website at http://investors.impellam.com

Dividend in Specie

Subject to approval of the final dividend of 7.75p per share, as detailed out in the Notice of AGM, and in accordance with Article 37.12 of the Company's Articles of Association, the Directors are seeking approval for the final dividend to be satisfied for certain eligible Shareholders ("Eligible Shareholders") by way of a dividend in specie (the "Share Dividend") by the Company of ordinary shares of one pence each in the share capital of Hawley Group Limited ("Hawley Shares") on the basis of one Hawley Share for each 7.75 pence Eligible Shareholders would otherwise have been entitled to in cash by way of the Final Dividend at 5.00 p.m. on 10 July 2015.

The Company is seeking Shareholder approval for the Share Dividend in an amount of up to 49,221,359 Hawley Shares, being the maximum number of Hawley Shares which would be transferred to Eligible Shareholders were they to be entitled to all of the Final Dividend. The Directors currently anticipate that the number of Hawley Shares which will be transferred to Eligible Shareholders will be fewer than that maximum number and the Company will make an announcement in due course detailing the total number of Hawley Shares transferred to Eligible Shareholders. Eligible Shareholders will have the opportunity to receive the Final Dividend by way of the Share Dividend or to elect to receive the Final Dividend in cash.

Eligible Shareholders are those Shareholders on the Company's register of members at 5.00 p.m. on 10 July 2015 who hold not less than 10,000 ordinary shares in the Company and to whom the distribution or communicating details of the Share Dividend would not be in breach of law or regulation (or otherwise not practicable for the Directors to so conclude).

Hawley Group Limited

Hawley Group Limited ("Hawley Group") is a private limited company incorporated on 27 May 2015 in the British Virgin Islands. On payment of the Share Dividend, Hawley Group will have no assets or liabilities other than an amount in cash equal to the Share Dividend to which Eligible Shareholders receiving the Share Dividend would otherwise have been entitled. The current directors of Hawley Group are Cheryl Jones and Peter Gaze. Cheryl Jones was the Executive Chairman of the Company from 2009 to 2012, having joined the board of directors in 2008.

The directors of Hawley Group have confirmed to the Company their current intention to pursue strategic investment opportunities. The Company will write separately to Eligible Shareholders with further details regarding the Share Dividend and with further information relating to Hawley Group and its investment strategy.

The directors of Hawley Group have also confirmed to that Company that Hawley Group may seek to raise additional external finance following payment of the Share Dividend.

Matched bargain facility

The Hawley Group directors have confirmed to the Company that they intend, following completion of the Share Dividend, to make arrangements to provide a matched bargain facility ("MBF"), administered by JP Jenkins limited, which is intended to assist shareholders buy or sell their shares in Hawley Group Limited. JP Jenkins is a trading division of Peterhouse Corporate Finance Limited which is authorised and Regulated by the Financial Conduct Authority. The MBF, which is subject to an account opening process, is not yet set up and there can be no guarantee that this process will complete. Further information will be provided to Eligible Shareholders in due course.

Related party transactions

Due to its shareholding in the Company, The Lombard Trust is a "related party", as defined London Stock Exchange's AIM Rules for Companies (the "AIM Rules") and the Share Dividend will be deemed to be a related party transaction under the AIM Rules. Directors Lord Ashcroft KCMG PC, Julia Robertson, Darren Mee, Mike Ettling and Derek O'Neill are Eligible Shareholders and the Share Dividend paid to those Directors will also be a related party transaction under the AIM Rules.

In accordance with Rule 13 of the AIM Rules, Michael Laurie, Sir Paul Stephenson and Shane Stone as Independent Directors have considered, having consulted with and been advised by the Company's nominated adviser, Cenkos, that the terms of the Share Dividend are fair and reasonable insofar as the Company's shareholders are concerned.

Revised dividend timetable

Post Notice of AGM	4 June 2015
Annual General Meeting	30 June 2015
Ex-date	9 July 2015
Dividend record date	10 July 2015
Letter posted to Eligible Shareholders	13 July 2015
Latest date of receipt of elections from Eligible Shareholders	23 July 2015
Transfer/Issue of share certificates	6 Aug 2015
Payment date	7 Aug 2015

For further information please contact:

Impellam Group plc

Julia Robertson, Chief Executive                                                              Tel:  [phone]

Cenkos Securities plc (Nominated Advisor and Broker to Impellam)

Nicholas Wells                                                                                      Tel:  [phone]

Note to Editors:

Impellam Group plc, traded on the AIM (Symbol: IPEL) is the 2nd largest staffing business in the UK, 12th worldwide and is a leading provider of managed services and specialist staffing expertise across the UK, North America, Asia Pacific and mainland Europe. We place over 73,500 skilled people into work each week across a wide range of industries and provide candidates with fulfilling jobs at all levels, including doctors, lawyers, accountants, nurses, teachers, scientists, receptionists, drivers, chefs, administrators, engineers, web developers, IT consultants, cleaners, security guards, and manufacturing and warehouse operatives. We employ over 2,700 managers and consultants - throughout our network of 19 market-leading brands - across 234 international offices.

 

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