TIDMIPEL
RNS Number : 9730E
Impellam Group plc
04 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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 OF A POSSIBLE OFFER 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 ANY FIRM
OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
4 July 2023
Impellam Group plc
("Impellam" or the "Company")
Response to media speculation
The board of directors of Impellam (the "Board") notes the
recent media speculation and confirms that the Company is in
discussions with HeadFirst Global ("HeadFirst") in relation to a
possible offer by HeadFirst for the entire issued and to be issued
ordinary share capital of the Company (the "Possible Offer").
HeadFirst is the 100 per cent owner of Beryllium BV, which is
the shareholder of HeadFirst Group, an international HR services
platform offering a variety of HR-solutions, including MSP-services
and business consultancy.
The Board notes that there can be no certainty that any firm
offer will be made nor as to the terms on which any offer may be
made or that the terms of any such offer would be acceptable to the
Company's majority shareholder.
The Board notes that the Company is already in an 'offer period'
in accordance with the rules of the Code as a result of its
announcement on 12 April 2022. The attention of Impellam
shareholders is drawn to the continuing disclosure requirements of
Rule 8 of the Code, which are summarised below.
In accordance with Rule 2.6(a) of the Code, HeadFirst must, by
not later than 5.00 p.m. (London time) on 1 August 2023, (or such
later time and / or date as may be agreed by the Takeover Panel
(the "Panel") either announce a firm intention to make an offer for
the Company in accordance with Rule 2.7 of the Code or announce
that it does not intend to make an offer in which case the
announcement will be treated as a statement to which Rule 2.8 of
the Code applies. This deadline will only be extended with the
consent of the Panel in accordance with Rule 2.6(c) of the
Code.
Further announcements will be as appropriate.
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)
Andrew Potts Tel: +44 (0) 20 7523
8150
Bobbie Hilliam
Georgina McCooke
The information contained within this announcement is considered
by Impellam to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No.596/2014 (as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act
2018). Upon the publication of this announcement via a Regulatory
Information Service, this inside information will be considered to
be in the public domain. The person responsible for arranging the
release of this announcement on behalf of the Company is Julia
Robertson, Chief Executive Officer.
Important notices:
This announcement is not intended to, and does not, constitute,
represent 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, whether pursuant to this
announcement or otherwise.
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.
Disclaimers:
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, 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 Limited, 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 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 (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 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 Bidder 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 Bidder 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 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.
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END
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