TIDMIPEL
RNS Number : 6788A
Impellam Group plc
24 January 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 SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
24 January 2024
RECOMMENDED CASH 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
Declaration of Special Cash Dividend
On 13 December 2023, the boards of directors of Impellam,
HeadFirst Global B.V. 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 effected 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.
In the Scheme Document, the Impellam Board stated its intention
to declare, prior to the Effective Date, a special cash dividend
of, in aggregate, GBP10 million (the "Cash Dividend") equating (on
the basis of the Impellam Shares in issue on 12 December 2023,
being the last practicable date before the Rule 2.7 Announcement)
to 22.4 pence per Impellam Share.
Further to this stated intention, the Impellam Board is pleased
to declare the Cash Dividend, the payment details of which are set
out below. In light of the 35,826 Impellam Shares repurchased for
cancellation by the Company since 13 December 2023 and the number
of Impellam Shares in issue at close of business on 23 January 2024
being 44,511,720, the Cash Dividend is 22.5 pence per Impellam
Share.
The expected timetable of the Cash Dividend is as follows:
Ex Date: 1 February 2024
Record Date: 2 February 2024
Payment Date: 23 February 2024
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)
Bobbie Hilliam Tel: +44 (0) 20 7523
8150
Emma Gabriel
Important notices:
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.
Notices related to financial advisers:
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 ("Canaccord Genuity"), 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,
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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 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 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 +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 Company's website at
https://investors.impellam.com/offer-for-impellam-group-plc/ by no
later than 12 noon (London time) on the Business Day 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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END
OUPUOUWRSVUAUAR
(END) Dow Jones Newswires
January 24, 2024 02:00 ET (07:00 GMT)
Impellam (LSE:IPEL)
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Impellam (LSE:IPEL)
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