Announcement • Mar 22
HeadFirst Global B.V. completed the acquisition of Impellam Group plc from Lord Ashcroft, Polygon Global Partners LLP and others. HeadFirst Global B.V. made an offer to acquire Impellam Group plc from Lord Ashcroft, Polygon Global Partners LLP and others for approximately £310 million on December 13, 2023. Under the terms of the consideration £5.57 per share and £3.92 per share in principal amount of loan notes, Impellam Shareholders will be entitled to receive, for each Impellam Share. The Cash Consideration will be funded through equity subscriptions into Bidco by funds managed by IceLake and by third party debt. On December 13, 2023, Bidco entered into an equity commitment letter with the IceLake Funds for an aggregate amount of £60.97 million, Bidco also entered into a contingent foreign currency forward transaction with Barclays to ensure that the EUR ECL Amount may be exchanged for at least £60 million which will be used to part finance the Cash Consideration, and Bidco, Barclays Bank PLC and U.S. Bank Trustees Limited entered into a bridge facility agreement (the "Bridge Facility Agreement"), pursuant to which a £219 million term loan facility is made available to Bidco, of which £194 million of which may be drawn towards financing the Cash Consideration. The Acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between Impellam and Scheme Shareholders. As on January 17, 2024, Offer has been approved by Impellam's shareholders. As of February 21, 2024, Secretary of State has today confirmed that no further action will be taken under the National Security and Investment Act 2021 in relation to the transaction. The transaction remains subject to certain other Conditions including the remaining competition law approval under the HSR Act, the Court sanctioning the Scheme at the Sanction Hearing. As of March 4, 2024, the Sanction Hearing is due to be held on March 19, 2024 and the Scheme is expected to become effective on March 21, 2024. Impellam Directors recommend unanimously that Impellam Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the Resolution at the General Meeting. The transaction is expected to be closed by August 1, 2024. As of March 19, 2024, High Court of Justice in England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act pursuant to which the Acquisition is being implemented. The Scheme will become Effective upon the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on March 21, 2024.Jones Day
Blackwood Capital Group (UK) Limited acted as financial advisor to HeadFirst Global B.V. Jefferies International Limited acted as financial advisor to HeadFirst Global. Barclays PLC (LSE:BARC) acted as financial advisor to HeadFirst Global. Thomas Bailey and Tim Richardson of Houlihan Lokey UK Limited acted as financial advisor to HeadFirst Global B.V. James Wood, Ed Perry and James Crooks of Sidley Austin LLP acted as legal advisor to HeadFirst Global B.V. Mia Austin of Allen & Overy LLP acted as legal advisor and Bobbie Hilliam and Emma Gabriel acted as financial advisor to Impellam Group plc. Leon Ferera and Quirine Eenhorst of Jones Day advised IceLake Capital. Link Market Services Limited is the Impellam's Registrars.
HeadFirst Global B.V. completed the acquisition of Impellam Group plc from Lord Ashcroft, Polygon Global Partners LLP and others on March 21, 2024. Julia Robertson and Tim Briant remain as directors of Impellam, will join the board of directors of Bidco as Group CEO and Group CFO, respectively. Announcement • Jan 19
Impellam Group plc Announces Cancellation of Admission to Trading of Shares on AIM On 13 December 2023, the boards of directors of Impellam Group plc, 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"). Suspension of dealings in Impellam Shares is expected at 7.30 a.m. on Court Hearing+2 Business Days. Cancellation of admission to trading of Impellam Shares on AIM is expected at 7.00 a.m. on Court Hearing+3 Business Days. Announcement • Dec 23
Impellam Intends to Cancel Admission of Shares to Trading on AIM On 13 December 2023, the boards of directors of Impellam Group plc ("Impellam"), HeadFirst Global B.V. ("HeadFirst") and Heather Global PLC ("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"). It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Subject to the approval of the Scheme at the Court Meeting, the passing of the Resolution at the General Meeting and the satisfaction or (where applicable) waiver of the other Conditions set out in the Scheme Document, including the sanction of the Court, the Scheme is expected to become Effective in the first half of 2024. If the Scheme is sanctioned as outlined, it is expected that the last day of dealings in, and registration of transfers of, Impellam Shares on AIM will be the Business Day immediately prior to the Effective Date, following which Impellam will make an application to the London Stock Exchange for suspension of dealings in Impellam Shares on AIM with effect from 7.30 a.m. on the Effective Date. It is intended that the cancellation of admission of the Impellam Shares to trading on AIM will take effect at 7.00 a.m. on the Business Day following the Effective Date. 
