Duyuru • 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. Duyuru • 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. Duyuru • 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. Valuation Update With 7 Day Price Move • Dec 18
Investor sentiment improves as stock rises 32% After last week's 32% share price gain to UK£8.80, the stock trades at a trailing P/E ratio of 25x. Average trailing P/E is 22x in the Professional Services industry in the United Kingdom. Total returns to shareholders of 440% over the past three years. Duyuru • Dec 13
Impellam Group Announces Update on Extension of Offer Period Deadline Related to Headfirst Global On 4 July 2023, Impellam Group plc (AIM:IPEL) (‘Impellam’or the ‘Company’) announced that it was in discussions with HeadFirst Global B.V. (‘HeadFirst’) in relation to a possible offer by HeadFirst for the entire issued and to be issued ordinary share capital of Impellam. In accordance with the Code, the deadline by which HeadFirst was required either to announce a firm intention to make an offer for Impellam in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer (the ‘Deadline’) was set at 5.00 p.m. (London time) on 1 August 2023. On 1 August 2023, the Company announced that the Deadline had been extended until 5.00 p.m. (London time) on 11 August 2023. Since that time, the Deadline has been further extended a number of times, most recently on 8 November 2023 when the Company extended the Deadline until 5.00 p.m. (London time) on 12 December 2023. The Company on December 12, 2023 announced that the directors of Impellam (the ‘Board’) have requested, and the Panel on Takeovers and Mergers (the ‘Panel’) has consented to, a further extension to the Deadline until 5.00 p.m. (London time) on 13 December 2023. Although discussions between Impellam and HeadFirst are at an advanced stage, this announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code, and 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. Further announcements will be made as appropriate. The Company remains in an 'offer period' in accordance with the rules of the Code and the attention of Impellam shareholders is drawn to the continuing disclosure requirements of Rule 8 of the Code. Upcoming Dividend • Dec 07
Upcoming dividend of UK£0.56 per share at 18% yield Eligible shareholders must have bought the stock before 14 December 2023. Payment date: 12 January 2024. Trailing yield: 18%. Within top quartile of British dividend payers (6.0%). Higher than average of industry peers (2.1%). Duyuru • Sep 01
Impellam Group Announces Extension of Offer Period Deadline Related to Headfirst Global On 4 July 2023Impellam Group plc (AIM:IPEL) announced that it was 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 Impellam. In accordance with the Code, the deadline by which HeadFirst was required either to announce a firm intention to make an offer for Impellam in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer (the "Deadline") was set at 5.00 pm on 1 August 2023. On 1 August 2023, the Company announced that the Deadline had been extended until 5.00 p.m. (London time) on 11 August 2023. On 11 August 2023, the Company announced that the Deadline had been further extended until 5.00 p.m. (London time) on 21 August 2023. On 21 August 2023, the Company announced that the Deadline had been further extended until 5.00 p.m. (London time) on 31 August 2023. The Company announced that the directors of Impellam (the "Board") have requested, and the Panel on Takeovers and Mergers (the "Panel") has consented to, a further extension to the Deadline until 5.00 p.m. (London time) on 20 September 2023. The Deadline can be further extended by the Board with the consent of the Panel in accordance with Rule 2.6(c) of the Code. Any consent for a further extension of the Deadline will only be requested by the Board with the as approval of the Company's majority shareholder. lthough discussions between Impellam and HeadFirst are ongoing, this announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code, and 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. Further announcements will be made as appropriate. Duyuru • Aug 22
Impellam Group Announces Extension of Offer Period Deadline for Headfirst Global On 4 July 2023 Impellam Group plc (AIM:IPEL) announced that it was 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 Impellam. In accordance with the Code, the deadline by which HeadFirst was required either to announce a firm intention to make an offer for Impellam in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer (the "Deadline") was set at 5.00 pm on 1 August 2023. On 1 August 2023, the Company announced that the Deadline had been extended until 5.00 p.m. (London time) on 11 August 2023. On 11 August 2023, the Company announced that the Deadline had been further extended until 5.00 p.m. (London time) on 21 August 2023. The Company today announces that the directors of Impellam (the "Board") have requested, and the Panel on Takeovers and Mergers (the "Panel") has consented to, a further extension to the Deadline until 5.00 p.m. (London time) on 31 August 2023. The Deadline can be further extended by the Board with the consent of the Panel in accordance with Rule 2.6(c) of the Code. Any consent for a further extension of the Deadline will only be requested by the Board with the as approval of the Company's majority shareholder. Although discussions between Impellam and HeadFirst are ongoing, this announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code, and 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. Further announcements will be made as appropriate. The Company remains in an 'offer period' in accordance with the rules of the Code and the attention of Impellam shareholders is drawn to the continuing disclosure requirements of Rule 8 of the Code. Reported Earnings • Aug 22
First half 2023 earnings released: EPS: UK£0.54 (vs UK£0.15 in 1H 2022) First half 2023 results: EPS: UK£0.54. Revenue: UK£1.03b (down 17% from 1H 2022). Net income: UK£2.00m (down 71% from 1H 2022). Profit margin: 0.2% (down from 0.6% in 1H 2022). The decrease in margin was driven by lower revenue. Duyuru • Jul 06
Impellam Group Response to Media Speculation The board of directors of Impellam Group plc (the "Board") noted 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% 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. Duyuru • Jun 02
Impellam Group plc, Annual General Meeting, Jun 27, 2023 Impellam Group plc, Annual General Meeting, Jun 27, 2023, at 14:00 Coordinated Universal Time. Location: the offices of Impellam Group plc, 107-112 Leadenhall United Kingdom Agenda: To consider the Company's Annual Report and Financial Statements and the reports of the Directors and the Auditors for the 52 weeks ended 30 December 2022 be received, considered and adopted; to consider re-election of director; to consider appointment of auditors and auditors' remuneration; to consider political donations and political expenditure; to consider authority to allot shares; to purchase of own shares; to disapplication of statutory pre-emption rights; to appropriation of the company's distributable profits in relation to January 2023 special dividend; to consider that BDO LLP be appointed as Auditors of the Company to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company; and to consider other matter. Reported Earnings • May 03
Full year 2022 earnings released: EPS: UK£0.32 (vs UK£0.07 in FY 2021) Full year 2022 results: EPS: UK£0.32 (up from UK£0.07 in FY 2021). Revenue: UK£1.95b (up 23% from FY 2021). Net income: UK£14.5m (up 353% from FY 2021). Profit margin: 0.7% (up from 0.2% in FY 2021). The increase in margin was driven by higher revenue. Over the last 3 years on average, earnings per share has increased by 88% per year but the company’s share price has only increased by 29% per year, which means it is significantly lagging earnings growth. Reported Earnings • Mar 31
Full year 2022 earnings released: EPS: UK£0.19 (vs UK£0.18 in FY 2021) Full year 2022 results: EPS: UK£0.19 (up from UK£0.18 in FY 2021). Revenue: UK£1.96b (down 14% from FY 2021). Net income: UK£8.40m (up 2.4% from FY 2021). Profit margin: 0.4% (in line with FY 2021). Over the last 3 years on average, earnings per share has increased by 83% per year but the company’s share price has only increased by 30% per year, which means it is significantly lagging earnings growth. Recent Insider Transactions • Mar 10
Insider recently sold UK£146k worth of stock On the 7th of March, Derek O’Neill sold around 21k shares on-market at roughly UK£7.14 per share. This transaction amounted to 8.4% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. This was the only on-market transaction from insiders over the last 12 months. Upcoming Dividend • Mar 09
Upcoming dividend of UK£0.78 per share Eligible shareholders must have bought the stock before 16 March 2023. Payment date: 06 April 2023. The company last paid an ordinary dividend in June 2012. The average dividend yield among industry peers is 2.3%. Duyuru • Feb 01
Twenty 20 Capital entered into an agreement to acquire Regional Specialist Staffing and Healthcare Businesses of Impellam Group plc for £85 million. Twenty 20 Capital entered into an agreement to acquire Regional Specialist Staffing and Healthcare Businesses of Impellam Group plc for £85 million on January 30, 2023. Twenty20 Capital will acquire the business for cash consideration of £85 million on a debt-free, cash-free, normalised working capital basis. Impellam expects the Transaction will complete in early March 2023. Thomas Bailey, Tim Richardson and Arthur Callaghan of Houlihan Lokey Capital, Inc. acted as financial advisor to Impellam Group plc. Canaccord Genuity Ltd acted as a broker in the deal. Upcoming Dividend • Dec 29
Upcoming dividend of UK£0.55 per share Eligible shareholders must have bought the stock before 05 January 2023. Payment date: 27 January 2023. The company last paid an ordinary dividend in June 2012. The average dividend yield among industry peers is 2.4%. Duyuru • Dec 22
Impellam Group plc Declares Special Interim Dividend, Payable on 27 January 2023 The Board of Impellam Group plc declared a special interim dividend of 55.4 pence per ordinary share. The dividend timetable is: Ex date is 5 January 2023; Record date is 6 January 2023; Payment date is 27 January 2023. Board Change • Nov 16
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 3 experienced directors. 4 highly experienced directors. 3 independent directors (5 non-independent directors). Independent Non-Executive Director Tina Stowell was the last independent director to join the board, commencing their role in 2017. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Duyuru • Nov 08
Impellam Group plc Declares Special Interim Dividend, Payable on 9 December 2022 The board of Impellam Group plc declared a special interim dividend of 55.4 pence per ordinary share. Ex-date is 17 November 2022. Record date is 18 November 2022. Payment date is 9 December 2022. Valuation Update With 7 Day Price Move • Oct 13
Investor sentiment improved over the past week After last week's 16% share price gain to UK£6.40, the stock trades at a trailing P/E ratio of 21.7x. Average trailing P/E is 17x in the Professional Services industry in the United Kingdom. Total returns to shareholders of 62% over the past three years. Reported Earnings • Jul 29
First half 2022 earnings released First half 2022 results: Revenue: (down 100% from 1H 2021). Net income: (down UK£2.50m from profit in 1H 2021). Profit margin: (down from 0.2% in 1H 2021). The decrease in margin was driven by lower expenses. Over the last 3 years on average, earnings per share has increased by 44% per year but the company’s share price has only increased by 2% per year, which means it is significantly lagging earnings growth. Board Change • Apr 27
Less than half of directors are independent There is 1 new director who has joined the board in the last 3 years. The new board member was not an independent director. The company's board is composed of: 1 new director. 4 experienced directors. 3 highly experienced directors. 3 independent directors (5 non-independent directors). Independent Non-Executive Director Tina Stowell was the last independent director to join the board, commencing their role in 2017. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Insufficient board refreshment. Reported Earnings • Apr 01
Full year 2021 earnings: EPS misses analyst expectations Full year 2021 results: EPS: UK£0.18 (up from UK£0.46 loss in FY 2020). Revenue: UK£2.26b (up 13% from FY 2020). Net income: UK£8.30m (up UK£29.7m from FY 2020). Profit margin: 0.4% (up from net loss in FY 2020). The move to profitability was driven by higher revenue. Revenue was in line with analyst estimates. Earnings per share (EPS) missed analyst estimates by 53%. Over the last 3 years on average, earnings per share has fallen by 22% per year but the company’s share price has only fallen by 3% per year, which means it has not declined as severely as earnings. Valuation Update With 7 Day Price Move • Sep 16
Investor sentiment improved over the past week After last week's 16% share price gain to UK£4.00, the stock trades at a trailing P/E ratio of 22.2x. Average trailing P/E is 33x in the Professional Services industry in the United Kingdom. Total loss to shareholders of 33% over the past three years. Duyuru • Aug 13
Impellam Group plc (AIM:IPEL) commences an Equity Buyback Plan for 4,560,363 shares, representing 10% of its issued share capital, under the authorization approved on June 29, 2021. Impellam Group plc (AIM:IPEL) commences share repurchases on August 11, 2021, under the program mandated by the shareholders in the Annual General Meeting held on June 29, 2021. As per the mandate, the company is authorized to repurchase up to 4,560,363 shares, representing 10% of its issued share capital. The minimum price that may be paid per ordinary share is not less than £1 pence per share. The maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for the ordinary shares taken from the London Stock Exchange plc Daily Official List for five business days immediately preceding the day on which that Share is contracted to be purchased and an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the London Stock Exchange’s AIM market. The authority shall expire on the earlier of June 30, 2022, or will expire at the earlier of the conclusion of the 2022's Annual General Meting. Reported Earnings • Aug 02
First half 2021 earnings released: EPS UK£0.055 (vs UK£0.58 loss in 1H 2020) The company reported a strong first half result with improved earnings, revenues and profit margins. First half 2021 results: Revenue: UK£1.09b (up 6.3% from 1H 2020). Net income: UK£2.50m (up UK£29.6m from 1H 2020). Profit margin: 0.2% (up from net loss in 1H 2020). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 77 percentage points per year, which is a significant difference in performance. Reported Earnings • Apr 11
Full year 2020 earnings released: UK£0.46 loss per share (vs UK£0.10 profit in FY 2019) The company reported a poor full year result with weaker earnings, revenues and control over costs. Full year 2020 results: Revenue: UK£2.00b (down 11% from FY 2019). Net loss: UK£21.4m (down UK£26.5m from profit in FY 2019). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 92 percentage points per year, which is a significant difference in performance. Is New 90 Day High Low • Jan 26
New 90-day high: UK£2.56 The company is up 15% from its price of UK£2.22 on 28 October 2020. The British market is up 18% over the last 90 days, indicating the company underperformed over that time. However, it outperformed the Professional Services industry, which is up 6.0% over the same period. Is New 90 Day High Low • Jan 06
New 90-day high: UK£2.55 The company is up 14% from its price of UK£2.24 on 08 October 2020. The British market is up 11% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Professional Services industry, which is up 3.0% over the same period. Is New 90 Day High Low • Oct 29
New 90-day low: UK£2.22 The company is down 10.0% from its price of UK£2.47 on 30 July 2020. The British market is down 5.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Professional Services industry, which is down 1.0% over the same period. Is New 90 Day High Low • Oct 08
New 90-day low: UK£2.24 The company is down 3.0% from its price of UK£2.30 on 10 July 2020. The British market is flat over the last 90 days, indicating the company underperformed over that time. It also underperformed the Professional Services industry, which is flat over the same period.