Declaration of Dividend in Specie

On 13 December 2023, the boards of directors of Impellam, HeadFirst Global B.V. 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"). 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.

Dividend in specie

In the Scheme Document, the Impellam Board stated its intention to declare, prior to the Effective Date, a special dividend of, in aggregate, £25 million, 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 approximately 56.1 pence per Impellam Share, to be settled by way of a dividend in specie to eligible Impellam Shareholders of the shares in one or more newly-incorporated subsidiaries of Impellam (the "ShellCo Dividend").

Further to this stated intention, the Impellam Board is pleased to declare the ShellCo Dividend.

The ShellCo Dividend will be effected through the transfer of new ordinary shares in each of Heather Venture Holdings Ltd. ("Heather" and "Heather Shares") and Tapir Holdings Ltd. ("Tapir" and "Tapir Shares", and, together with Heather, the "ShellCos") to Impellam Shareholders on a pro rata basis.

Impellam Shareholders on the Company's register of members at 5.00 p.m. (London time) on Friday 16 February 2024 (the "Record Date") will receive one new Heather Share and one new Tapir Share for each Impellam Share they own on the Record Date.

The ShellCo Dividend will be for an amount per Impellam Share that is equal to £25 million divided by the number of Impellam Shares then in issue on the Record Date. If the Record Date was the date of this announcement, the ShellCo Dividend would equate to approximately 56.2 pence per Impellam Share. However, it is expected that the final amount per share will fractionally increase if Impellam Shares are bought back and cancelled under the Company's 2023 Programme of share buybacks between now and the Record Date.

The ShellCo Dividend is not conditional on the Scheme, and does not require the approval of Impellam Shareholders. Impellam Shareholders will not have the option to elect to receive cash instead of ShellCo Shares.

No Comments

Post a Comment