TIDMIPEL
RNS Number : 0584A
Impellam Group plc
17 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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
17 January 2024
RECOMMED 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
Results of Court Meeting and General Meeting
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 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.
Impellam is pleased to announce that at the Court Meeting and
General Meeting, each held earlier today in connection with the
Acquisition:
-- the requisite majorities of Scheme Shareholders voted in
favour of the Scheme at the Court Meeting; and
-- the requisite majority of Impellam Shareholders voted in
favour of the Resolution at the General Meeting to give effect to
the Scheme by, among other things, amending the articles of
association of Impellam.
Details of the resolutions passed at the Meetings are set out in
the Notice of Court Meeting and Notice of General Meeting contained
in Parts XII and XIII (respectively) of the Scheme Document, which
is available on Impellam's website at
https://investors.impellam.com/offer-for-impellam-group-plc/ and on
HeadFirst's website at https://headfirst.group/en/takeover/ .
Voting results for the Court Meeting
The table below sets out the results of the poll vote taken at
the Court Meeting. Each Scheme Shareholder present in person or by
proxy was entitled to one vote per Scheme Share held at the Voting
Record Time.
Results of Court Meeting Scheme Shares voted Scheme Shareholders who voted Number of Scheme Shares voted
as a percentage of issued
ordinary share capital entitled
to
vote on the Scheme*
Number %* Number** %*
------------- ------- ------------------ ------------
FOR 37,667,593 99.99 107 95.54 84.57
------------- ------- ------------------ ------------ --------------------------------
AGAINST 2,764 0.01 5 4.46 0.01
------------- ------- ------------------ ------------ --------------------------------
TOTAL 37,670,357 100 112 100 84.58
------------- ------- ------------------ ------------ --------------------------------
* All percentages have been rounded to two decimal places.
** Where a Scheme Shareholder has cast some of their votes "FOR"
and some of their votes "AGAINST" the resolution, such Scheme
Shareholder has been counted as having voted both "FOR" and
"AGAINST" the resolution for the purposes of determining the number
of Scheme Shareholders who voted as set out in this column. 4
Scheme Shareholders gave instructions for votes to be cast "FOR"
the resolution in respect of part of their holding of Scheme Shares
and "AGAINST" the resolution in respect of another part of their
holding of Scheme Shares. For the purposes of calculating the
percentages in the fifth column of the above table, such Scheme
Shareholders have been counted twice in the denominator so that the
total percentage is 100%.
Voting results for the General Meeting
The table below sets out the results of the poll vote taken at
the General Meeting. Each Impellam Shareholder present in person or
by proxy was entitled to one vote per Impellam Share held at the
Voting Record Time.
FOR AGAINST TOTAL WITHHELD*
Number %** Number %** Number %**
Resolution
----------- ------ ------- ----- ----------- ----------
To give effect
to the Scheme,
as set out
in the Notice
of General
Meeting of
Impellam by,
among other
things, amending
the articles
of association
of Impellam 39,319,376 99.99 2,658 0.01 39,322,034 0.00
----------- ------ ------- ----- ----------- ----------
*A vote withheld is not a vote in law and, accordingly, is not
counted in the calculation of the proportion of votes "FOR" nor
"AGAINST" the Resolution.
**All percentages have been rounded to two decimal places.
The total number of Impellam Shares in issue at the Voting
Record Time was 44,537,927. As at the Voting Record Time, Impellam
held no Impellam Shares in treasury. Therefore, the total voting
rights in Impellam as at the Voting Record Time were 44,537,927
votes.
Effective Date and Timetable
The outcomes of the Meetings means that Conditions 2.1 and 2.2
(as set out in Section A of Part III of the Scheme Document) have
been satisfied.
The Acquisition remains subject to the satisfaction or (if
capable of waiver) waiver of the remaining Conditions set out in
the Scheme Document, including the receipt of certain antitrust and
foreign investment approvals, or the expiry of any relevant waiting
periods, the Court's sanction of the Scheme at the Court Hearing
and the delivery of a copy of the Court Order to the Registrar of
Companies.
Impellam will give adequate notice of the date and time of the
Court Hearing, once known, by issuing an announcement through a
Regulatory Information Service. The Scheme is expected to become
Effective in the first half 2024.
The expected timetable of principal events for the
implementation of the Scheme is set out below:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time/date (1)
--------------------------------------- ----------------------------------
Court Hearing as soon as reasonably practicable
after Bidco confirms the
satisfaction or waiver
of the Conditions (other
than Conditions 1 and 2.3)
("D")
Last day for dealings in, and for D+1 Business Day
the registration of transfer of,
Impellam Shares
Scheme Record Time 6.00 p.m. on D+1 Business
Day
Disablement of CREST in respect of 6.00 p.m. on D+1 Business
Impellam Shares Day
Suspension of dealings in Impellam at 7.30 a.m. on D+2 Business
Shares Days
Effective Date of the Scheme D+2 Business Days (2)
Cancellation of admission to trading at 7.00 a.m. on D+3 Business
of Impellam Shares on AIM Days
Latest date for despatch of cheques within 14 days of the Effective
and crediting of CREST accounts for Date
the Cash Consideration due under
the Scheme and despatch of definitive
certificates for Loan Notes under
the Scheme
Long Stop Date 1 August 2024 (3)
Notes :
(1) The dates and times given are indicative only and are based
on current expectations and are subject to change. The actual dates
and times will depend on, among other things, the date on which the
Conditions to the Scheme are satisfied or, if capable of waiver,
waived, and the date on which the Court sanctions the Scheme.
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/.
References to times are to London, United Kingdom time unless
otherwise stated.
(2) Impellam expects that, subject to the satisfaction (or,
where applicable, waiver) of the Conditions in Part III of the
Scheme Document, the Scheme will become Effective during the first
half of 2024.
(3) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as may be agreed by Impellam and Bidco (with the Panel's
consent and as the Court may approve (if such consent and/or
approval is required)) or if the Panel requires an extension to the
Long Stop Date pending final determination of an issue under
section 3(g) of Appendix 7 to the Code.
Enquiries:
Impellam +44 (0) 1582 692 658
Julia Robertson
Tim Briant
Houlihan Lokey +44 (0) 20 7839 3355
(Financial Adviser to Impellam)
Thomas Bailey
Tim Richardson
Canaccord Genuity +44 (0) 20 7523 8150
(NOMAD and Corporate Broker to Impellam)
Bobbie Hilliam
Emma Gabriel
HeadFirst and Bidco +31 88 018 2200
Han Kolff
Blackwood +44 (0) 20 3096 6910
(Joint Financial Adviser to HeadFirst and Bidco)
Thomas Kardos
Dima Minzararu
Jefferies +44 (0) 20 7029 8000
(Joint Financial Adviser to HeadFirst and Bidco)
Paul Bundred
Nick Vernooij
Cameron Jones
Barclays +44 (0) 20 7623 2323
(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 (or, if the Acquisition is implemented by way
of an Offer, the offer 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
will not be 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.
If the Acquisition is implemented (with the consent of the Panel
and subject to and in accordance with the terms of the Cooperation
Agreement) by way of an Offer, the Offer may not be made (unless
otherwise permitted by applicable law and regulation), directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
The Acquisition shall be subject to, among other things, the
applicable requirements of the Code, the Panel and the AIM Rules
and, if the Acquisition is implemented (with the consent of the
Panel and subject to and in accordance with the terms of the
Cooperation Agreement) by way of an Offer, all applicable US laws
and regulations, including any applicable exemptions under the US
Exchange Act.
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 will be 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.
If, in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer and determines to extend the Offer
into the US, the Acquisition will be made in compliance with
applicable US laws and regulations, including the applicable US
tender offer regulations and in each case including the applicable
exemption therefrom. The settlement procedure with respect to the
Acquisition will be consistent with UK practice, which differs from
US domestic tender offer procedures in certain material respects,
particularly with regard to the date of payment.
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 will be 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.
In the event that the Acquisition is implemented by way of an
Offer (with the consent of the Panel and subject to and in
accordance with the terms of the Cooperation Agreement), in
accordance with normal UK practice and pursuant to Rule 14e-5(b),
Bidco or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Impellam outside of the US,
other than pursuant to such an Offer, during the period in which
such an Offer would remain open for acceptances. These purchases
may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about
such purchases or arrangements to purchase shall be disclosed as
required in the UK, shall be reported to a Regulatory Information
Service and shall be available on the London Stock Exchange website
at www.londonstockexchange.com.
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 +44 (0) 207 638
0129.
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 Impellam's and HeadFirst's websites 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
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OUPQKOBPABKDFDD
(END) Dow Jones Newswires
January 17, 2024 12:01 ET (17:01 GMT)
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