RNS Number:1557Q
Corporate Services Group PLC
14 March 2008
FOR IMMEDIATE RELEASE 14 March 2008
Recommended acquisition of
The Corporate Services Group plc ("Corporate Services Group" or the "Company")
by
Impellam Group plc ("Impellam")
Summary
* The Boards of Impellam and Corporate Services Group today announce that
final agreement has been reached on the terms of the proposed merger between
Corporate Services Group and Carlisle Group Limited ("Carlisle"). It is proposed
that Impellam (a company formed for the purposes of merging Corporate Services
Group and Carlisle) will acquire the entire issued and to be issued ordinary
share capital of Corporate Services Group and the entire issued and to be issued
share capital of Carlisle. In addition, it is intended that the Enlarged
Impellam Share Capital will be admitted to trading on AIM
* The acquisition of Corporate Services Group will be implemented by means of
a scheme of arrangement under section 425 of the Companies Act 1985 and Part 26
of the Companies Act 2006 (the "Scheme")
* Corporate Services Group Shareholders will receive one New Impellam Share
for every 50.4 Corporate Services Group Shares held which, after adjusting for
the conditional dividend payable to Carlisle Shareholders, values each Corporate
Services Group Share at 2.15 pence and the existing issued share capital of
Corporate Services Group at approximately �23.1 million in aggregate
* This represents a premium of 30.9 per cent. to the Closing Price of 1.64
pence per Corporate Services Group Share on 6 February 2008 (being the last
Business Day prior to the commencement of the Offer Period)
* Corporate Services Group Directors consider the proposed merger of
Corporate Services Group with Carlisle Group to be attractive for Corporate
Services Group Shareholders, employees and customers for the following reasons:
o the combination of Corporate Services Group and Carlisle will create a
diversified business operating across a wide range of labour related markets, as
well as in outsourced support services, with total combined revenues approaching
�1 billion in 2007;
o the Enlarged Impellam Group will hold an increased number of brands
operating across a broad range of staffing sectors as well as in outsourced
support services markets;
o the Enlarged Impellam Group will be well positioned to manage its
portfolio and over time to realise potential value from its brands to enable it
to reduce its debt and increase free cash flow thereby strengthening its
financial position;
o the combination of Corporate Services Group and Carlisle will offer
significant potential savings and synergy benefits relating to both personnel
and properties; and
o although Corporate Services Group is currently trading within the
limits of its borrowing facilities, the Enlarged Impellam Group will have
greater financial strength
* The Independent Directors, who have been so advised by Landsbanki, consider
the terms of the Proposals to be fair and reasonable so far as the Corporate
Services Group Shareholders are concerned and consider the terms of the
Proposals to be in the best interests of Corporate Services Group Shareholders a
whole
* The Independent Directors unanimously recommend that Corporate Services
Group Shareholders vote in favour of the Scheme and the Resolution. Desmond
Doyle, the Group Chief Executive Officer of Corporate Services Group and an
Independent Director, intends to vote in favour of the Scheme and the Resolution
in respect of his own beneficial holdings of 350,251 Corporate Services Group
Shares (representing approximately 0.03 per cent. of the issued ordinary share
capital of Corporate Services Group as at 13 March 2008, being the last
practicable date prior to this announcement)
* Immediately following Completion, it is expected that Corporate Services
Group Shareholders will hold up to 21,381,679 New Impellam Shares, equivalent to
approximately 48.2 per cent. of the Enlarged Impellam Share Capital and that
Carlisle Shareholders will hold up to 23,010,800 Impellam Shares, equivalent to
approximately 51.8 per cent. of the Enlarged Impellam Share Capital
* The Scheme is conditional upon the satisfaction or waiver of the conditions
set out in Appendix 1. In particular, the Scheme is conditional upon the merger
of Carlisle and Impellam, the approval of the Scheme by Scheme Shareholders at
the Court Meeting, the passing of the Resolution to be proposed at the General
Meeting and the sanction of the Court
* Corporate Services Group has received an irrevocable undertaking to vote
(or to procure the vote) from Dresdner VPV NV in favour of the Scheme at the
Court Meeting (or, in the event that the Acquisition is implemented by takeover
offer, to accept such offer) in respect of a total of 261,377,384 Corporate
Services Group Shares, representing approximately 34.5 per cent. of Corporate
Services Group's Shares expected to be in issue at the Voting Record Time and
entitled to vote at the Court Meeting
* Corporate Services Group has also received irrevocable undertakings to vote
(or to procure the vote) from Dresdner VPV NV and Velvet Hights Limited (a
company controlled by Lord Ashcroft) in favour of the Resolution to be proposed
at the General Meeting in respect of a total of 581,114,986 Corporate Services
Group Shares, representing approximately 53.9 per cent. of Corporate Services
Group's Shares expected to be in issue at the Voting Record Time and entitled to
vote at the General Meeting
Desmond Doyle, Group Chief Executive of Corporate Services Group said:
"This proposed merger makes good sense both commercially and financially for
Corporate Services Group and its shareholders. Commercially, it will create a
diversified business with total revenues approaching �1 billion with an
increased number of brands operating across a range of staffing sectors as well
as in outsourced support services markets. Financially, the merged company will
be able to realise value from these brands enabling the reduction of debt and
increased cash flow. There will also be significant potential savings and
synergy benefits relating to personnel and properties. These benefits will
provide a robust platform for future organic growth and acquisitions."
The Acquisition is subject to a number of conditions including the merger of
Carlisle and Impellam, the approval of Scheme Shareholders and the sanction of
the Court. The Scheme Documents are to be sent to Scheme Shareholders today and
the anticipated timetable for the implementation of the Proposal will be set out
therein.
This summary should be read in conjunction with the full text of the
announcement and the appendices.
For further enquires:
The Corporate Services Group plc Tel: 01582 692658
Noel Harwerth, Acting Chairman
Desmond Doyle, Chief Executive Officer
Andrew Burchall, Group Finance Director
Carlisle Group Limited Tel: 01707 824000
Kevin Mahoney, Non-Executive Chairman
Richard Bradford, Chief Executive Officer
Impellam Group plc
Kevin Mahoney, Non-Executive Chairman
Richard Bradford, Group Chief Operating Officer
Landsbanki Securities (UK) Limited Tel: 020 7426 9000
(Financial adviser and Broker to Corporate Services Group)
James Wellesley Wesley
Claes Spang
Cenkos Securities plc Tel: 020 7397 8900
(Nominated adviser to Carlisle and Impellam)
Nicholas Wells
Adrian Hargrave
Bell Pottinger Corporate & Financial
Nick Lambert Tel: 07811 358 764
Sarah Williams Tel: 07904 932 904
Cenkos Securities plc, which is authorised and regulated in the UK by the
Financial Services Authority is acting exclusively for Carlisle and Impellam and
for no-one else in connection with the Proposals and will not be responsible to
anyone other than Carlisle and Impellam for providing the protections afforded
to clients of Cenkos Securities plc or for giving advice in relation to the
Proposals nor any other matter referred to in this announcement.
Landsbanki Securities (UK) Limited, which is authorised and regulated in the UK
by the Financial Services Authority, is acting exclusively for Corporate
Services Group and for no-one else in connection with the Proposals and will not
be responsible to anyone other than Corporate Services Group for providing
protections afforded to clients of Landsbanki Securities (UK) Limited or for
giving advice in relation to the Proposals nor any other matter referred to in
this announcement.
This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any securities
pursuant to this announcement or otherwise in any jurisdiction.
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by the laws of those jurisdictions and
therefore persons should inform themselves about and observe such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdictions.
INFORMATION FOR UNITED STATES AND OTHER OVERSEAS SHAREHOLDERS
Securities may not be offered or sold in the United States unless they are
registered under the United States
Securities Act of 1933 (the "Securities Act"), or are exempt from such
registration requirements. None of the Impellam Shares have been, nor will be,
registered under the Securities Act but Impellam Shares will be issued in
reliance on the exemption provided by Section 3(a)(10) thereof, and may not be
re-offered, sold, transferred, resold, delivered or distributed, directly or
indirectly, in or into or from the United States, except in transactions exempt
from or not subject to the registration requirements of the Securities Act and
otherwise in compliance with the securities laws of the United States. Neither
the US Securities and Exchange Commission nor any state securities commission
has approved or disapproved of the securities described herein or passed upon
the accuracy or adequacy of this announcement or any accompanying document. Any
representation to the contrary is a criminal offence in the US.
None of the Impellam Shares have been, nor will be, registered under the
relevant securities laws of Japan, and the relevant clearances have not been,
and will not be, obtained from the securities commission of any province of
Canada. No documents in relation to the Impellam Shares have been or will be
lodged with, or registered by, the Australian Securities and Investments
Commission. Accordingly, the Impellam Shares are not being, and may not be,
offered, sold, resold, delivered or distributed, directly or indirectly, in or
into the Canada, Australia or Japan or for the account or benefit of any persons
or any national, citizen or resident of Canada, Australia or Japan (except
pursuant to an exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable laws).
The Proposals relate to the shares of a UK company and are proposed to be made
by means of a scheme of arrangement under English company law. The Proposals
effected by means of a scheme of arrangement are not subject to the tender offer
rules under the United States Securities Exchange Act of 1934. Accordingly, the
Scheme will be subject to the disclosure requirements, rules and practices
applicable in the UK to schemes of arrangement, which differ from the
requirements of US tender offer rules. Financial information included in this
announcement has been prepared in accordance with accounting standards
applicable in the UK that may not be comparable with the financial statements of
US companies.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements. These relate to Corporate
Services Group's, Impellam's, Carlisle's and the Enlarged Impellam Group's
future prospects, developments and strategies and certain plans and objectives
of the boards of directors of Corporate Services Group, Carlisle and Impellam.
Forward-looking statements are identified by their use of terms and phrases such
as "anticipate", "believe",
"consider", "could", "envisage", "estimate", "expect", "intend", "may", "plan",
"will" or the negative of those, variations or comparable expressions, including
references to assumptions. All statements other than statements of historical
facts included in this announcement, including (without limitation) those
regarding Corporate Services Group's, Impellam's, Carlisle's and/or the Enlarged
Impellam Group's financial position, business strategy, plans and objectives of
management for future operations are forward looking statements. Such forward
looking statements involve known and unknown risks, uncertainties and other
important factors that could cause actual results, performance or achievements
of Corporate Services Group, Impellam, Carlisle and/or the Enlarged Impellam
Group to differ materially from those expressed or implied by those statements.
The forward looking statements in this announcement are based on current
expectations and assumptions relating to Corporate Services Group's, Impellam's,
Carlisle's and/or the Enlarged Impellam Group's present and future business
strategies and the environment in which Corporate Services Group, Impellam,
Carlisle and/or the Enlarged Impellam Group will operate in the future. These
forward looking statements speak only as at the date of this announcement,
Corporate Services Group, Impellam, Carlisle and/or the Enlarged Impellam Group
expressly disclaim any obligation or undertaking to disseminate any updates or
revisions to any forward looking statements, contained herein to reflect any
changes in Corporate Services Group's, Impellam's, Carlisle's and/or the
Enlarged Impellam Group's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based except
to the extent required by applicable laws or regulations.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Corporate Services Group, all "dealings" in
any "relevant securities" of Corporate Services Group (including by means of an
option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 p.m. (London time)
on the Business Day following the date of the relevant transaction. This
requirement will continue until the Effective Date of the Scheme or until the
date on which the Scheme lapses or is otherwise withdrawn (or such later date(s)
as the Takeover Panel may specify). If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an "
interest" in "relevant securities" of Corporate Services Group, they will deemed
to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "
relevant securities" of Corporate Services Group by Impellam, Carlisle or
Corporate Services Group, or by any of their respective "associates", must be
disclosed by no later than 12.00 noon (London time) on the Business Day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of or derivative referenced to, securities.
Terms in quotation marks in this section headed "Dealing Disclosure Requirements
" are defined in the Takeover Code, which can also be found on the Takeover
Panel's website at www.thetakeoverpanel.org.uk.
If you are in any doubt as to whether or not you are required to disclose a "
dealing" under Rule 8 of the Takeover Code, you should consult the Takeover
Panel.
If you are in any doubt as to the application of Rule 8 of the Takeover Code to
you, please contact an independent financial adviser authorised under FSMA,
consult the Takeover Panel's website at www.thetakeoverpanel.org.uk or contact
the Takeover Panel on telephone number +44 (0)20 7638 0129 or fax number +44 (0)
20 7236 7013.
FOR IMMEDIATE RELEASE
14 March 2008
Recommended acquisition of
The Corporate Services Group plc ("Corporate Services Group" or the "Company")
by
Impellam Group plc ("Impellam")
1. Introduction
On 7 February 2008 Corporate Services Group announced that it was in discussions
which could lead to a merger between Corporate Services Group and Carlisle.
Today, final agreement has been reached on the terms of the proposed merger
between Corporate Services Group and Carlisle. It is proposed that Impellam (a
company formed for the purposes of merging Corporate Services Group and
Carlisle) will acquire the entire issued and to be issued ordinary share capital
of Corporate Services Group by way of the Scheme and will acquire the entire
issued and to be issued share capital of Carlisle Group by means of the Merger.
In addition, it is intended that the Enlarged Impellam Share Capital will be
admitted to trading on AIM.
2. The Proposals
The merger of Corporate Services Group and Carlisle will be implemented in two
stages: by Impellam merging with Carlisle and Impellam then immediately
acquiring Corporate Services Group. The merger with Carlisle will be implemented
by means of a statutory merger under Belize law, on the terms and subject to the
conditions of the Merger Plan. The acquisition of Corporate Services Group will
be implemented by means of a scheme of arrangement under section 425 of the
Companies Act 1985 and Part 26 of the Companies Act 2006, as set out in Appendix
I of this announcement.
Under the terms of the Scheme, Scheme Shares will be cancelled. By way of
consideration for this cancellation, Scheme Shareholders will be allotted and
issued New Impellam Shares on the following basis:
for every 50.4 Scheme Shares 1 New Impellam Share
and so in proportion for any other number of Scheme Shares held. Provided,
however, that no fraction of a New Impellam Share shall be allotted to any
Scheme Shareholder but all fractions to which, but for this proviso, Scheme
Shareholders would have been entitled shall be aggregated and sold in the market
after the
Effective Date on behalf of the relevant Scheme Shareholders and the net
proceeds of the sale (after deduction of all expenses and commission including
any amount in respect of value added tax payable thereon) shall be paid in cash
to the Scheme Shareholders entitled thereto in accordance with their fractional
entitlements. Further details in relation to settlement of such consideration
are set out at paragraph 21 of this announcement.
Immediately following Completion (assuming that the maximum number of 21,381,679
New Impellam Shares are issued pursuant to the Scheme, that no Corporate
Services Group Shares are issued on exercise of the Corporate Services Group
Share Options, that the maximum number of 23,010,800 New Impellam Shares are
issued pursuant to the Merger (assuming that no Carlisle Shareholders dissent to
the terms of the
Merger) and that no further Impellam Shares, Corporate Services Group Shares or
Carlisle Shares are issued in the period from the posting of this announcement
to Completion), it is expected that Scheme Shareholders will hold, in aggregate,
up to 21,381,679 New Impellam Shares, equivalent to approximately 48.2 per cent.
of the Enlarged Impellam Share Capital and that Carlisle Shareholders will hold,
in aggregate, up to 23,010,800 Impellam Shares, equivalent to approximately 51.8
per cent. of the Enlarged Impellam Share Capital. As further set out in Appendix
I to this announcement, the Scheme will be conditional upon (amongst other
things) the completion of the Merger and the satisfaction (or waiver) of the
Conditions.
Furthermore options over Carlisle Shares ("Carlisle Options") will be cancelled
in exchange for the grant of equivalent options over Impellam Shares. On that
basis the Corporate Services Group Shareholders will be interested in
approximately 47 per cent. of the Enlarged Impellam Share Capital and the
Carlisle Shareholders will be interested in approximately 53 per cent. of the
Enlarged Impellam Share Capital, in both cases assuming exercise of the Carlisle
Options only.
Impellam Shares are not currently listed and/or traded on any stock exchange.
However, it is intended that on Completion, the Enlarged Impellam Share Capital
will be admitted to trading on AIM. It is expected that
Admission will become effective and that trading in Impellam Shares will
commence on AIM at 8.00 a.m. on 7 May 2008. Admission is not conditional on the
Scheme becoming effective and is conditional only on the Merger.
Assuming the Merger proceeds the Independent Directors consider it reasonable to
have regard to the current value of Carlisle when considering the impact of the
Scheme on Corporate Services Group Shareholders and on the valuation of the
Corporate Services Group Shares.
Accordingly, based on the Closing Price of 125.5 pence per Carlisle Share on 6
February 2008 (being the last Business Day prior to the commencement of the
Offer Period), the Acquisition values each Corporate
Services Group Share at approximately 2.49 pence and the existing issued share
capital of Corporate Services Group at approximately �26.8 million in aggregate.
This represents a premium of 51.9 per cent. to the Closing Price of 1.64 pence
per Corporate Services Group Share on 6 February 2008 (being the last Business
Day prior to the commencement of the Offer Period).
Carlisle has incorporated a subsidiary, Shellproof Limited, which it has
capitalised at a value of �4 million. Carlisle has declared a dividend in specie
of the shares in Shellproof Limited to be paid to Carlisle Shareholders on or
around 9 April 2008, conditional on the approval of the Scheme and the
Resolution at the Meetings. Ignoring fractional entitlements, the value of the
�4 million dividend in specie referred to above equates to 17.4 pence per
Carlisle Share and results in a theoretical Closing Price of 108.1 pence per
Carlisle Share (arrived at by deducting 17.4 pence from the Closing Price of
125.5 pence per Carlisle Share on 6 February 2008) on 6 February 2008 (being the
last Business Day prior to the commencement of the Offer Period). On that basis
the Acquisition values each Corporate Services Group Share at 2.15 pence and the
existing issued share capital of Corporate Services Group at approximately �23.1
million in aggregate. This represents a theoretical premium of 30.9 per cent. to
the Closing Price of 1.64 pence per Corporate Services Group Share on 6 February
2008 (being the last Business Day prior to the commencement of the Offer
Period).
New Impellam Shares will be issued credited as fully paid to Scheme Shareholders
and will rank pari passu in all respects with all Impellam Shares in issue at
the time that the New Impellam Shares are issued and allotted, including the
right to receive and retain dividends and other distributions declared, made or
paid after the Effective Date.
The Scheme will require, amongst other things, the approval of the Relevant
Shareholders at the Court Meeting and the sanction of the Court. The Scheme will
also require the passing by Corporate Services Group Shareholders of the
Resolution to be proposed at the General Meeting as well as the satisfaction or
waiver of the other Conditions. If the Scheme becomes effective, it will be
binding upon all Corporate Services Group Shareholders irrespective of whether
or not Scheme Shareholders attend and vote at the Meetings.
If the Scheme becomes effective, the Scheme Shares will be cancelled
irrespective of whether or not Scheme Shareholders attend or vote and, if Scheme
Shareholders attend and vote, whether Scheme Shareholders voted for or against
the Scheme and/or the Resolution at the Meetings. New Impellam Shares due to
each Scheme Shareholder pursuant to the Scheme will be issued on the Effective
Date. In respect of those Corporate Services Group Shareholders who hold their
shares in uncertificated form, New Impellam Shares will be credited to their
CREST stock accounts on the Effective Date. In respect of those Corporate
Services Group Shareholders who hold their shares in certificated form, share
certificates representing such Shares will be dispatched within 14 days of the
Effective Date. Please refer to paragraph 21 of this announcement for further
details relating to settlement.
3. Background to and reasons for the Proposals
The financial restructuring and refinancing of Corporate Services Group, which
took place in April 2004, allowed Corporate Services Group the financial
flexibility to continue its development and return to profitability after a
number of years of losses. Basic management disciplines have been reintroduced
which have ensured that sales generating activity and productivity levels are
currently more in line with industry standards.
A further key element of the Corporate Services Group Directors' recent strategy
has been to reduce the amount of Corporate Services Group's debt, to enable the
Company to increase free cash flow and invest further in its brands. Whilst
Corporate Services Group has made some progress on this front by reducing the
amount of the Notes from approximately �45 million in 2004 to its current level
of approximately �20 million, overall net indebtedness remains relatively high
and as at 31 December 2007 stood at �54.7 million.
Although Corporate Services Group continues to trade within its banking
facilities, the Corporate Services Group Directors still consider this level of
indebtedness to be too high. It is against this financial and commercial
backdrop that the Corporate Services Group Directors consider the proposed
merger of Corporate Services Group with Carlisle Group to be attractive for
Corporate Services Group Shareholders, employees and customers for the following
reasons:
* the combination of Corporate Services Group and Carlisle will create a
diversified business operating across a wide range of labour related markets, as
well as in outsourced support services, with total combined revenues approaching
�1 billion in 2007;
* the Enlarged Impellam Group will hold an increased number of brands
operating across a broad range of staffing sectors as well as in outsourced
support services markets;
* the Enlarged Impellam Group will be well positioned to manage its portfolio
and over time to realise potential value from its brands to enable it to reduce
its debt and increase free cash flow thereby strengthening its financial
position;
* the combination of Corporate Services Group and Carlisle will offer
significant potential savings and synergy benefits relating to both personnel
and properties; and
* although Corporate Services Group is currently trading within the limits of
its borrowing facilities, the Enlarged Impellam Group will have greater
financial strength.
Following Completion, the Enlarged Impellam Group will hold a number of brands
operating across a wide range of markets for staffing and outsourced
people-related services. The Corporate Services Group
Directors believe that this breadth of exposure can be successfully harnessed
and developed with further scaleability possible in a number of brands. The
Corporate Services Group Directors further believe that
Impellam's breadth of sector coverage may help to some degree to protect it from
a downturn in any one specific sector of the staffing market. This will be
further strengthened by the Enlarged Impellam Group's presence in the less
cyclical support services market.
Each of the Enlarged Impellam Group's trading brands will be sector focused and
will continue to target growth in their respective markets, with a framework of
controls and coordination, where appropriate, provided by central functions. A
summary of the key operating brands are set out in paragraphs 6 and 7 of this
announcement.
4. Information on Impellam
Impellam was incorporated on 21 February 2008 as a public limited company under
the Companies Act 1985 with registered number 6511961.
Impellam was formed specifically for the purpose of acquiring both Corporate
Services Group and Carlisle. The entire issued share capital of Impellam as at
the date of this announcement is 100 ordinary shares of 1 penny each and 49,999
redeemable preference shares of �1 each, of which one ordinary share is held by
Hino Limited (on trust for Manco Investment Limited) and the remainder of the
shares are held by Manco
Investment Limited. Hino Limited and Manco Investment Limited are companies
controlled by Lord Ashcroft.
The Impellam Redeemable Preference Shares were issued to ensure that Impellam
meets certain UK company law requirements for its minimum share capital. They
will be redeemed immediately following completion of the Merger, and prior to
the Scheme becoming effective, out of distributable reserves of Impellam which
will be created as a consequence of the Merger. In addition, in order to ensure
that Manco
Investment Limited's shareholding in Impellam immediately following the Merger
is proportional to its shareholding in Carlisle prior to the Merger, Manco
Investment Limited will receive 100 less Impellam Shares pursuant to the Merger
than it would otherwise have been entitled to receive. Following Completion, the
Enlarged Impellam Share Capital will be held by former Scheme Shareholders and
Carlisle Shareholders.
It is intended that following the General Meeting (subject to the passing of the
Resolution at the General Meeting granting (amongst other things) the Corporate
Services Group Directors authority to issue and allot shares) Impellam will be
issued and allotted one Corporate Services Group Share for the purposes of, and
in connection with, the Scheme in order to avoid a technical requirement
(pursuant to section 103 of the Companies Act 1985) for an independent valuation
of the New Corporate Services Group Shares to be undertaken. In accordance with
section 95(5) of the Companies Act 1985, the amount to be paid to Corporate
Services Group by Impellam will be 2.15 pence for the Corporate Services Group
Share issued to Impellam, being the value of each Corporate Services Group Share
as described in paragraph 2 of this announcement.
Impellam has not traded or carried on business prior to the date of this
announcement other than to enter into certain arrangements in contemplation of
the Merger and the Acquisition.
5. Shareholding of Lord Ashcroft
As at 13 March 2008 (being the latest practicable date prior to the posting of
this announcement), Velvet Hights (being a company controlled by Lord Ashcroft)
held 319,737,682 Corporate Services Group Shares amounting in aggregate to 29.7
per cent. of the issued ordinary share capital of Corporate Services Group.
In addition, as at 13 March 2008 (being the latest practicable date prior to the
posting of this announcement), Manco Investment Limited (a company controlled by
Lord Ashcroft) held 17,922,400 Carlisle Shares amounting in aggregate to 77.9
per cent. of the issued ordinary share capital of Carlisle.
As a consequence of these shareholdings, following Completion it is anticipated
that Lord Ashcroft, who has undertaken not to dispose of or permit the disposal
of his interests until Completion or lapse of the undertaking, will indirectly
be interested in 54.7 per cent. of the Enlarged Impellam Share Capital.
Further, for so long as Lord Ashcroft, Manco Investment Limited and Velvet
Hights are interested in more than 50 per cent. of the Enlarged Impellam Share
Capital, Lord Ashcroft, Manco Investment Limited and Velvet Hights may increase
their interest in shares without incurring an obligation under Rule 9 to make a
general offer.
Lord Ashcroft, Manco Investment Limited and Velvet Hights will also, by virtue
of their interest in Impellam Shares, have the ability to exert a significant
degree of control over the future conduct of Impellam. In particular, Lord
Ashcroft would have the power, amongst other things, to pass ordinary
resolutions, to appoint or remove directors and to control Impellam's dividend
policy.
The Takeover Code governs, inter alia, transactions which may result in a change
of control of a public company to which the Takeover Code applies. Under Rule 9
of the Takeover Code ("the Code"), any person who acquires an interest (as
defined in the Code) in shares, which taken together with shares in which he is
already interested and in which persons acting in concert with him are
interested, carry 30 per cent. or more of the voting rights of a company which
is subject to the Code, normally required to make a general offer to all the
remaining shareholders to acquire their shares.
Similarly when any person, together with persons acting in concert with him, is
interested in shares, which in aggregate carry more than 30 per cent. of the
voting rights of such company, but does not hold shares carrying not less than
50 per cent. of such voting rights, a general offer will normally be required if
any further interest in shares are acquired by any such person.
An offer under Rule 9 must be in cash and must be at the highest price paid by
the person required to make the offer, or any person acting in concert with him,
for any interest in shares of the Company during the 12 months prior to the
announcement of the offer.
Persons acting in concert comprise persons who, pursuant to an agreement or
understanding (whether formal or informal), actively co-operate, through the
acquisition by any of them of shares in a company, to obtain or consolidate
control of that company.
6. Information on Corporate Services Group
Corporate Services Group provides its clients with temporary and permanent
recruitment services and supply chain management and solutions. The Group has
established operations in the UK and the US, as well as a limited presence in
Australia and New Zealand.
Corporate Services Group had a turnover in excess of �585 million for the year
to 31 December 2007, and operates from more than 200 locations and trades under
a number of brand names in each of its defined markets servicing a number of
major clients in both the private and public sectors.
Corporate Services Group's principal operating brands are:
ABC Contract Services
Relaunched in 2006, ABC Contract Services provides temporary and permanent
workers, both skilled and unskilled to the construction and related industries.
Placed workers have experience in the mechanical, electrical, maintenance,
interiors, marine trades and facilities management.
Austin Benn
Austin Benn, founded over 20 years ago, provides a permanent recruitment service
for personnel with sales and marketing expertise across a variety of different
sectors.
Blue Arrow
Blue Arrow has offices and on-site client locations across the UK. Founded over
40 years ago, it is one of the UK's largest temporary and permanent recruitment
businesses providing general recruitment services to the office, industrial,
leisure and tourism and logistics industries.
Blue Arrow Catering
Blue Arrow Catering is a specialist business which leads its market covering
recruitment for all sectors of the UK catering and hospitality industry,
including chefs, management, bar, waiting and housekeeping staff.
Chrysalis Community Care
Chrysalis Community Care provides domiciliary and homecare services within the
community supported living market.
Comensura
Launched in 2001, Comensura is a vendor neutral procurement business. It
combines proven methodologies, experienced managers and e-procurement technology
which enable clients to streamline their processes for procuring temporary and
permanent staff whilst simultaneously reducing costs.
CORESTAFF Services
CORESTAFF Services has offices and on-site client locations and is located in
many major US metropolitan areas. Service segments include administrative
support, call centre services, customer service, manufacturing and distribution,
and engineering.
InfoCurrent
InfoCurrent provides temporary and permanent staff to the library, records and
information management industries.
Medacs Healthcare
Medacs Healthcare is one of the UK's leading healthcare staffing companies
providing temporary and permanent recruitment expertise across a number of
medical sectors including locum doctors, nurses, allied health professionals,
international resourcing, social care and managed healthcare solutions. Staff
are provided to both the public and private sectors.
The Guidant Group
Set up in 2001 and rebranded in 2007, The Guidant Group provides vendor neutral
on-site procurement and management services for clients' use of contingent
labour. Its programmes drive improvements in management control, spend
containment and visibility and process efficiencies for its clients.
The Leafstone Group
The Leafstone Group provides permanent and temporary personnel with financial
and accounting skills to the investment and commercial banking markets.
Corporate Services Group financial summary
In the year ended 31 December 2007 Corporate Services Group generated turnover
of �585.4 million and achieved profit before interest, taxation, depreciation,
amortisation and exceptional items of �13.7 million. As at 31 December 2007,
Corporate Services Group's net debt was �54.7 million.
7. Information on Carlisle
Carlisle provides staffing and outsourced people-related services. Carlisle
Group generated revenues of �369.5 million in the year ended 31 March 2007 and
provides staffing and outsourced people-related services. At any one time,
Carlisle Group regularly deploys more than 11,000 people across all working
environments, predominantly in the UK and also in Ireland, mainland Europe and
the US.
The Carlisle Group is made up of two divisions: the Staffing Services Division
which provides temporary and permanent staff recruitment services and solutions
through a number of market specific brands; and the Support Services Division
which provides a range of outsourced cleaning, security and event support
services and retail merchandising services.
Staffing Services Division
The Staffing Services Division operates from more than 80 locations and trades
under a number of recognised brand names in each of its defined markets
servicing a number of major clients in both the private and public sectors.
The principal operating brands of the Staffing Services Division are:
Carlisle Managed Solutions
The brand holds contracts with a number of clients in the private and public
sectors. The brand employs approximately 87 staff, principally at clients'
premises.
Celsian
Celsian provides staff to schools, nurseries, local authorities, hospitals and
public and private sector institutions.
Chadwick Nott
Chadwick Nott provides qualified and part qualified lawyers to professional
practice and other clients. This business has been nominated in The Sunday
Times' Top 100 Best Small Companies to work for in 2008.
Hewitson Walker
Hewitson Walker provides accounting and financial staff to private and public
sector clients. This business was nominated (for the second year running) in The
Sunday Times' Top 100 Best Small Companies to work for in 2008.
Recruit
Recruit provides temporary and permanent workers to clients across a variety of
different sectors.
S.Com
S.Com provides technical and technology staff to a range of industries,
principally in aerospace, aviation, government defence and telecoms.
SRG
SRG provides personnel and other related services to the science and
pharmaceutical markets.
Tate
Tate provides temporary and permanent office staff. This business was nominated
(for the second year running) in the Sunday Times' Top 100 Best Small Companies
to work for in 2008.
Support Services Division
The businesses comprising the Support Services Division operate in the UK and
Ireland in markets that the Impellam Directors believe are well-established but
generally fragmented between a large number of suppliers.
The activities of the Support Services Division are broadly split into three
main business areas:
Cleaning and Support Services
The cleaning and support services business serves the retail, transport and
public sectors providing contract cleaning and a range of ancillary support
services, including specialist hygiene cleaning of food preparation areas, car
park maintenance, shopping trolley management, portering, on-board train
services and train station services. These businesses currently operate at over
300 contract sites in the UK, working for a range of clients including major
retailers, train operators, local councils and other public bodies providing a
dedicated, specialised level of integrated service.
Retail Merchandising Services
The retail merchandising business, which trades under the name Recruit Retail
Services, provides planned merchandising and refurbishment support to the stores
of its major customers. The income of the retail merchandising operations is
generated principally from a mix of food and DIY retailers mainly in the UK.
Security and Related Services
The security services business provides security and manned guarding services to
clients in retail, transport and public sectors and operates at over 500
locations throughout the UK and Ireland. Operations are typically 24/7 and cover
365 days per annum.
Each activity of the Support Services Division is able to offer single service
solutions to customers as well as being able to satisfy demand for combined or
multiservice delivery. The Impellam Directors believe that the largest provider
has less than three per cent. of the total market, and there is no evidence of a
dominant provider of any of the many types of service that constitute the total
market.
The Support Services Division also has a specific events management unit which
provides licensed and trained events support staff to major sporting and
entertainment venues for crickets, football, rugby, golf, horse-racing and
indoor and outdoor concerts.
Carlisle Group Financial Summary
In the year ended 31 March 2007, Carlisle Group generated revenue of �369.5
million and achieved operating profit before depreciation, amortisation and
exceptional items of �8.0 million. As at 31 March 2007, Carlisle Group's net
assets were �72.3 million including net debt of �3.6 million.
8. Financial effects of the Proposals
The following table shows, for illustrative purposes only and on the bases and
assumptions set out in the notes below, the financial effects of the Proposals
on capital value for a holder of 504 Corporate Services Group Shares if the
Scheme becomes effective. The table below compares the value of the Proposals on
6 February 2008 (being the last Business Day prior to the commencement of the
Offer Period) with the market value of Corporate Services Group Shares as at 6
February 2008 (being the last Business Day prior to the commencement of the
Offer Period).
Note �
Market value of 10 Impellam Shares (1) 12.55
Less value of Carlisle dividend (2) 1.74
Total value of consideration 10.81
Market value of 504 Corporate Services Group Shares (3) 8.26
Increase in capital value 2.55
Representing an increase in capital value of approximately 30.9%
(1) The market value of Impellam Shares is based on the closing price of a
Carlisle Share of 125.5 pence on 6 February 2008 (being the last Business Day
prior to the commencement of the Offer Period). The Corporate Services Group
Directors consider that the value of an Impellam Share can reasonably be equated
to the value of a Carlisle Share assuming that the Merger completes prior to
completion of the Acquisition because until completion of the Acquisition the
effect of the Merger will assign all the rights and obligations of Carlisle to
Impellam and for Carlisle to cease to exist.
(2) Carlisle has incorporated a subsidiary, Shellproof Limited, which it has
capitalised at �4 million. Carlisle has declared a dividend in specie of the
shares in Shellproof Limited to be paid to Carlisle Shareholders on or around 9
April 2008 conditional on the approval of the Scheme and the Resolution being
passed at the Meetings as described in paragraph 9 of this announcement.
(3) The market value of Corporate Services Group Shares is based on the
Closing Price per Corporate Services Group Share of 1.64 pence on 6 February
2008 (being the last Business Day prior to the commencement of the Offer
Period).
As at the close of business on 6 February 2008 (being the last Business Day
prior to the commencement of the Offer Period), the Enlarged Impellam Group
would have had a combined market capitalisation of approximately �55.7 million
(approximately �48.0 million taking into account the dividend conditionally
payable to Carlisle Shareholders based on the Closing Price of a Corporate
Services Group Share of 1.64 pence as derived from the Daily Official List and
the Closing Price of a Carlisle Share of 125.5 pence as derived from the AIM
appendix to the Daily Official List (as at 6 February 2008).
On Completion, new financing facilities will be put in place between the
Enlarged Impellam Group and
Barclays for the purposes of the Enlarged Impellam Group's working capital.
Impellam does not intend that the payment of interest on, repayment of or
security for any liability (contingent or otherwise) will depend to a
significant extent on the business of Corporate Services Group.
9. Corporate Services Group Noteholders
Corporate Services Group intends to convene a meeting of the Corporate Services
Group Noteholders for the purpose of considering and, if thought fit, passing an
extraordinary resolution authorising HSBC Trustee (C.I.) Limited to execute a
second supplemental trust deed to be entered into by, amongst others, Corporate
Services Group and Impellam. This second supplemental trust deed, amongst other
things, modifies the definition of "Change of Control Triggering Event" in the
terms and conditions of the Notes, and modifies the terms and conditions to
allow Impellam to integrate the Corporate Services Group and Carlisle businesses
and to permit Corporate Services Group to enter into the New Barclays
Receivables Financing Agreement. By entering into this second supplemental trust
deed and with effect from Completion, Impellam automatically becomes a guarantor
in respect of the Notes.
Dresdner VPV NV, which holds Notes with a nominal value of �8,003,330, and
Velvet Hights (a company controlled by Lord Ashcroft), which holds Notes with a
nominal value of �1,888,932, have, pursuant to the irrevocable undertakings
summarised in paragraph 10 of this announcement, irrevocably agreed to vote such
Notes (or procure that such Notes are voted) in favour of the extraordinary
resolution to amend the Trust Deed. Together, Dresdner VPV NV and Lord Ashcroft
are interested in 49.5 per cent. of the Notes outstanding.
10. Irrevocable Undertakings
To become effective, the Scheme requires, amongst other things, the approval of
the Relevant Shareholders at the Court Meeting convened on 9 April 2008, the
passing of the Resolution to be proposed at the General
Meeting convened on 9 April 2008, and the sanction of the Court.
Corporate Services Group has received an irrevocable undertaking to vote (or to
procure the vote) in favour of the Scheme at the Court Meeting (or, in the event
that the Acquisition is implemented by takeover offer, to accept such offer) in
respect of a total of 261,377,384 Corporate Services Group Shares, representing
approximately 34.5 per cent. of Corporate Services Group's Shares expected to be
in issue at the Voting Record Time and entitled to vote at the Court Meeting.
Corporate Services Group has also received irrevocable undertakings to vote (or
to procure the vote) in favour of the Resolution to be proposed at the General
Meeting in respect of a total of 581,114,986 Corporate Services Group Shares,
representing approximately 53.9 per cent. of Corporate Services Group's Shares
expected to be in issue at the Voting Record Time and entitled to vote at the
General Meeting.
Details of these irrevocable undertakings granted to Corporate Services Group,
to vote in favour (or otherwise procure the vote) of the Scheme at the Court
Meeting and the Resolution at the General Meeting are as follows:
* Dresdner VPV NV has undertaken to vote (or procure the vote) in favour of
the Scheme and the Resolution (or, in the event that the Acquisition is
implemented by way of a offer, to accept such offer) in respect of 261,377,384
Corporate Services Group Shares.
* Lord Ashcroft has undertaken to procure that Velvet Hights votes in favour
of the Resolution in respect of 319,737,682 Corporate Services Group Shares.
Lord Ashcroft has also undertaken to procure that the Carlisle Shares in which
he has an interest vote in favour of the Merger and will procure that Impellam
gives an undertaking to the Court to be bound by the Scheme.
Corporate Services Group has received legal advice that the Corporate Services
Group Shares in which Lord Ashcroft is interested constitute a separate class of
Corporate Services Group Shares, as a result of Lord Ashcroft's interests in the
Proposals. Accordingly, Lord Ashcroft has undertaken to procure that Velvet
Hights (a company controlled by Lord Ashcroft) will not vote on the Scheme at
the Court Meeting or any adjournment thereof in respect of the Corporate
Services Group Shares held by Velvet Hights but will separately appear by
Counsel and agree to be bound by the Scheme.
The undertaking referred to above from Dresdner VPV NV will cease to be binding
if: (i) Impellam has not announced a firm intention to effect the Acquisition on
or before 30 April 2008; (ii) the final terms of the Acquisition are that
Corporate Services Group Shareholders receive, in aggregate, a consideration of
Impellam Shares equivalent to less than 47 per cent. of the Enlarged Impellam
Share Capital; or (iii) Corporate Services Group receives an offer to pay a
higher price for the whole of the issued and to be issued share capital of
Corporate Services Group from a third party.
The irrevocable undertaking referred to above from Lord Ashcroft will lapse in
the same circumstances as the undertaking entered into by Dresdner VPV NV as
described above, save that the undertaking given by Lord Ashcroft shall also
lapse if the Scheme and Merger have not become effective by 31 May 2008. In
addition to the irrevocable undertakings specifically referred to above, Lord
Ashcroft has undertaken not to sell, transfer, charge, encumber, grant any
option over or otherwise dispose of (or permit the sale, transfer, charging or
other dispositions or creation or grant of any other encumbrance or options on
or over) any Corporate Services Group Shares in which he is interested other
than pursuant to the Scheme until the Scheme becomes effective or the
irrevocable undertaking otherwise lapses as described above. Dresdner VPV NV has
undertaken not to dispose of its Corporate Services Group Shares until after the
General Meeting.
11 Merger Plan and other arrangements between Corporate Services
Group, Carlisle and Impellam
The Merger of Impellam and Carlisle will be implemented by means of a Belizean
statutory merger under the International Business Companies Act, 1990 of Belize.
Pursuant to the Merger, Carlisle will merge with
Impellam so that Impellam will be the surviving company (and Carlisle will cease
to exist) and all the rights, property, obligations and liabilities of Carlisle
will vest in Impellam.
By way of consideration for the Merger, Carlisle Shareholders will receive one
New Impellam Share for every one Carlisle Share held by them. In addition, on 13
March 2008 Carlisle declared a dividend of 34 shares in Shellproof Limited for
every 100 Carlisle Shares held by Carlisle Shareholders on 12 March 2008.
Shellproof Limited was incorporated in Belize on 3 March 2008 with one issued
share of 50 pence held by Carlisle. On 13 March 2008, Carlisle subscribed for a
further 7,999,999 shares in Shellproof Limited for an aggregate cash
subscription price of �3,999,999.50. All of the shares in Shellproof Limited
held by Carlisle will be transferred to Carlisle Shareholders to satisfy the
dividend. It is intended that Shellproof Limited be subsequently admitted to
trading on AIM. The dividend is conditional upon the Scheme being approved at
the Court Meeting and the Resolution being passed at the General Meeting.
Under Belizean law, a holder of Carlisle Shares has the right, upon dissenting
to the terms of the Merger, to be paid the fair value of his Carlisle Shares.
The Merger, which has been approved by written resolution of the majority
shareholder of Carlisle, is conditional upon none of the Conditions to the
Scheme being invoked prior to the effective date of the Merger. It is not
conditional upon the Scheme becoming effective. It is expected that the Merger
will become effective on the date of the Court Hearing, being the day
immediately prior to the Effective Date. The Scheme will be conditional upon,
amongst other things, the Merger becoming effective. Admission is conditional on
the Merger only and not on the Scheme becoming effective.
The New Impellam Shares to be issued to Carlisle Shareholders will rank pari
passu with the New Impellam Shares to be issued to Corporate Services Group
Shareholders pursuant to the Scheme.
12. Directors, management and employees
The current directors of Impellam are Richard Bradford and Kevin Mahoney. On and
conditional upon Completion, the directors of Impellam will be as follows:
Kevin Mahoney (currently Non-Executive Chairman of Carlisle) will be
Non-Executive Chairman with particular focus on the effective integration of the
two businesses; Desmond Doyle (currently Group Chief Executive Officer of
Corporate Services Group) will be Group Chief Executive Officer; Richard
Bradford (currently Chief Executive Officer of Carlisle) will be Group Chief
Operating Officer; Andrew Burchall (currently Group Finance Director of
Corporate Services Group) will be Group Finance Director; and John Rowley
(currently Group Development Director of Corporate Services Group) will be Group
Development Director.
The Senior Independent Director will be Noel Harwerth (currently Senior
Independent Director and Acting Chairman of Corporate Services Group); Adrian
Carey, Valerie Scoular and Andrew Wilson will also be appointed as non-executive
directors. All are currently non-executive Directors of Corporate Services
Group. Andrew Wilson will not be regarded as an "independent" Non-Executive
Director because of his connection with Lord Ashcroft. Kevin Mahoney will not be
regarded as an "independent" Non-Executive Director because it is intended he
will participate in the Impellam long term incentive plan.
At Completion, the Corporate Services Group Directors will enter into service
contracts and/or letters of appointment (as applicable) with Impellam on terms
that are materially the same as the Corporate Services Group Directors' existing
service contracts and/or letters of appointment with Corporate Services Group.
Richard Bradford's current service agreement with Carlisle Staffing Services
Limited will not be affected by Completion. Mr Bradford has been appointed a
director of Impellam and it is intended that he will serve Impellam as Group
Chief Operating Officer. Kevin Mahoney has been appointed Non-Executive Chairman
of Impellam and it is intended that Mr Mahoney will enter into a new letter of
appointment with Impellam on substantially the same terms and conditions as the
other non-executive directors of Impellam with effect from completion of the
Merger. The other directors of Carlisle, Peter Gaze, Philip Johnson and Philip
Osborne, will not be appointed as directors of Impellam. All of the Carlisle
Directors will cease to be directors of Carlisle with effect from Completion.
None of the Carlisle Directors will receive any compensation for loss of office
as a Carlisle Director. The emoluments of the Carlisle Directors will not be
affected by the Scheme or Merger, other than Mr Bradford who will receive an ex
gratia payment of �250,000 on Completion and a further payment of �150,000 if he
is still employed by the Enlarged Impellam Group on the expiry of nine months
from Completion.
The Impellam Directors attach great importance to the skills and experience of
the existing management and employees of Corporate Services Group and Carlisle
and believe that opportunities for employees will be enhanced in the event that
Completion occurs.
Some of the synergy benefits and the cost savings expected to arise from the
integration of the Corporate Services Group and the Carlisle businesses are
expected to be realised through rationalisation of Corporate Services Group's
and/or Carlisle's workforces (subject to any consultation or other obligations
required by applicable law). However, a full evaluation of business needs and
operational efficiencies of the Enlarged Impellam Group will not commence until
after Completion. Until this has been completed, the full implications with
regard to the continued employment and conditions of employment of Corporate
Services Group's and Carlisle's employees and management will not be known to
the Impellam Directors. As part of this assessment, duplication of activity will
be minimised across the Enlarged Impellam Group and costs will be reduced where
appropriate. This change programme will principally involve people and property
rationalisation in certain markets and in central functions. The programme is
anticipated to take place largely during the first year following Completion.
The Impellam Directors intend that, following Completion, the existing
employment rights, including pension rights, of all Corporate Services Group and
Carlisle employees will be safeguarded.
13. The Corporate Services Group Directors and the effect of the
Scheme on their interests
Save for the 350,251 Corporate Services Group Shares held by Desmond Doyle, no
Corporate Services Group Director has any interests in Corporate Services Group
Shares. Any Corporate Services Group Shares held by Corporate Services Group
Directors at the Scheme Record Time will be subject to the Scheme.
Save as set out in this announcement, the effect of the Scheme on the interests
of the Corporate Services Group Directors does not differ from its effect on the
like interest of any other person.
In common with other employees who hold options and awards granted pursuant to
the Corporate Services
Group Share Option Schemes, appropriate proposals may be made to the Corporate
Services Group Directors in respect of any options and awards granted to them
under the Corporate Services Group Share Option Schemes.
Details of the service agreements and/or letters of appointment to be entered
into by the Corporate Services Group Directors with Impellam on Completion are
referred to in paragraph 12 of this announcement.
14. Corporate Services Group Share Option Schemes
The effect of the Proposals on the Corporate Services Group Share Options is
summarised below.
Corporate Services Group Share Options that are not already exercisable will
become exercisable on the date the Court sanctions the Scheme and any
performance conditions attaching to those options will cease to apply and those
options will be exercisable pro rata by reference to the period between their
respective dates of grant and the date on which the Court sanctions the Scheme
as a proportion of the period between their respective dates of grant and normal
exercise dates. All Corporate Services Group Share Options will lapse if not
exercised by the end of the period of six months commencing on the date the
Court sanctions the Scheme (subject to any earlier lapse in accordance with the
relevant Corporate Services Group Share Option Scheme rules).
The Scheme will not extend to Corporate Services Group Shares issued, including
on the exercise of options, on or after 6.00 p.m. on the day immediately
preceding the date of the Court Hearing. However, as described at paragraph 16
of this announcement, an amendment to the Corporate Services Group Articles is
to be proposed at the General Meeting to the effect that Corporate Services
Group Shares issued on the exercise of options on or after 6.00 p.m. on the day
immediately preceding the date of the Court Hearing would be automatically
transferred to Impellam in consideration for and conditional on the issue and
allotment to the holder of such Corporate Services Group Share Options of one
Impellam Share for every 50.4 Corporate Services Group Shares, provided,
however, that no fraction of an Impellam Share shall be allotted to such holder.
Impellam shall make a payment of an amount in cash in lieu of any fractional
entitlement which would otherwise have been allotted. The amount in cash payable
in respect of any fractional entitlement shall be calculated as a proportion of
the Closing Price of an Impellam Share (as derived from the AIM appendix to the
Daily Official List) on the day prior to the day on which the Corporate Services
Group Shares are allotted.
Participants in the Corporate Services Group Share Option Schemes will be
contacted regarding the effect of the Acquisition on their rights and
appropriate proposals may be made to the participants in due course. It is
intended that participants holding Corporate Services Group Share Options with
an exercise price of 9.65 pence or less per Corporate Services Group Share and
which have become exercisable before the date the Court sanctions the Scheme but
not yet been exercised will be offered equivalent options over Impellam Shares
in exchange for the release of their existing Corporate Services Group Share
Options.
15. ADRs
There is an ADR programme in relation to certain of the Corporate Services Group
Shares but this programme was not created by, and is not operated by, Corporate
Services Group and is therefore unsponsored. As a consequence, Corporate
Services Group is unaware of the exact number of, and details of, the ADR
Holders.
Any Corporate Services Group Shares held by the unsponsored ADR Depository to
this ADR programme will be subject to the Scheme and, on Completion, the ADR
Depository will be issued with New Impellam
Shares in the same manner as all other Scheme Shareholders.
16. Structure of the Proposals
(a) Introduction
The Acquisition is to be effected by a means of a scheme of arrangement between
Corporate Services Group and the Scheme Shareholders under section 425 of the
Companies Act 1985 and Part 26 of the Companies Act 2006.
The purpose of the Scheme will be to provide for Impellam to become the owner of
the entire issued and to be issued share capital of Corporate Services Group.
The Scheme will provide for the cancellation of the Scheme Shares and the
application of the reserve arising from such cancellation in paying up in full a
number of New Corporate Services Group Shares equal to the number of Scheme
Shares cancelled, and issuing the same to Impellam and/or its nominees.
Scheme Shareholders will then receive (as consideration for the cancellation of
their Corporate Services Group Shares) New Impellam Shares on the basis set out
in paragraph 2 of this announcement. The New Impellam Shares to be issued to
Corporate Services Group Shareholders will be issued credited as fully paid and
free from all liens, encumbrances, charges or other third party rights and/or
interests.
To become effective, the Scheme will require the approval of Relevant
Shareholders at the Court Meeting. The Scheme will also require the sanction of
the Court and the passing of the Resolution to be proposed at the General
Meeting, as well as satisfaction or waiver of the other Conditions. If the
Scheme becomes effective, it will be binding on all Corporate Services Group
Shareholders, irrespective of whether they are entitled to attend and vote at
the Meetings. If the Scheme becomes effective, the Scheme Shares will be
cancelled irrespective of whether or not Scheme Shareholders attend or vote and,
if Scheme Shareholders attend and vote, whether Scheme Shareholders vote for or
against the Resolution and/or the Scheme at the Meetings.
(b) The Meetings
Notices of the Court Meeting and the General Meeting are expected to be sent out
to Shareholders today. Entitlements to attend and vote at the Meetings and the
number of votes which may be cast at them will be determined by reference to
holdings of Corporate Services Group Shares as shown in the register of members
of Corporate Services Group at the Voting Record Time.
The Court Meeting
Shareholders today will be sent a notice of the meeting of the Relevant
Shareholders which will be convened by order of the Court for the purpose of
considering and, if thought fit, approving the Scheme (with or without
modification).
The Court Meeting, which has been convened for 9.00 a.m. on 9 April 2008, is
being held at the direction of the Court to seek the approval of the Corporate
Services Group Shareholders other than Impellam and Velvet Hights and anyone
acting in concert with Impellam or Velvet Hights (the "Relevant Shareholders")
to the Scheme. At the Court Meeting, voting will be by way of poll and each
Relevant Shareholder present in person or by proxy will be entitled to one vote
for each Scheme Share held. The approval required at the Court Meeting is a
majority in number of those Relevant Shareholders who are present and vote,
either in person or by proxy, and who represent at least three fourths in value
of all Scheme Shares held by such Relevant Shareholders.
Relevant Shareholders have the right to raise any objections they may have to
the Scheme at the Court Meeting.
It is important that as many votes as possible (whether in person or by proxy)
at the Court Meeting are cast so that the Court may be satisfied that there is a
fair and reasonable representation of Relevant Shareholder opinion.
Scheme Shareholders are therefore strongly urged to complete and return the blue
Form of Proxy as soon as possible, and in any event so as to be received by not
later than 48 hours before the time appointed for the Court Meeting. A Form of
Proxy for the Court Meeting not lodged at the relevant time may be handed in to
the Chairman of the Court Meeting before the start of that Meeting.
Velvet Hights (a company controlled by Lord Ashcroft) will not attend or vote at
the Court Meeting, given its interest in the Proposals. Lord Ashcroft has
undertaken to procure that Velvet Hights will be represented by Counsel at the
Court Hearing so as to consent to the Scheme and to undertake to the Court to be
bound thereby.
The General Meeting
The General Meeting has been convened for 9.30 a.m. on 9 April 2008, or as soon
thereafter as the Court Meeting has concluded or been adjourned, to consider
and, if thought fit, pass the Resolution (which requires votes in favour
representing at least 75 per cent. of the votes cast) to approve:
(i) the Scheme and the Capital Reduction in connection with the Scheme;
(ii) the giving of authority to the Corporate Services Group Directors
pursuant to section 80 and section 89 of the Companies Act 1985 to allot a
Corporate Services Group Share to Impellam and disapplying rights of pre-emption
in connection therewith, in contemplation of the Scheme;
(iii) the giving of authority to the Corporate Services Group Directors
pursuant to section 80 of the Companies Act 1985 to allot New Corporate Services
Group Shares to Impellam as provided for in the Scheme; and
(iv) certain amendments to the Corporate Services Group Articles as
described in paragraph 14(f) of this announcement.
Voting on the Resolution will be on a show of hands unless a poll is demanded.
The Chairman reserves the right to demand a poll and, in such event, each
Corporate Services Group Shareholder present in person or by proxy will be
entitled to one vote for every Corporate Services Group Share held. All
Corporate Services Group Shareholders will be entitled to vote on the
Resolution.
(c) Conditions to the Scheme
The conditions to the Scheme are set out in full in Appendix I of this
announcement. The Scheme will be conditional, amongst other things, upon:
(i) approval of the Scheme by a majority in number, representing at least
three-fourths in value of the Relevant Shareholders (or the relevant class or
classes thereof) present and voting, either in person or by proxy, at the Court
Meeting or any separate class meeting that may be required by the Court, or any
adjournment of any such meeting;
(ii) the Resolution being duly passed by the requisite majority at the
General Meeting or any adjournment of that meeting; (iii) the Articles of Merger
being filed with the Registrar of International Business Companies in Belize and
the registrar confirming in writing that the Merger has occurred, prior to the
Court Orders being obtained;
(iv) the sanction (in either case, with or without modification (but
subject to such modifications being acceptable to Corporate Services Group and
Impellam) of the Scheme and confirmation of the Capital Reduction by the Court,
copies of the Court Orders and the minute of confirming the Capital Reduction
being delivered to the Registrar of Companies and registration of the Court
Order and minute confirming the Capital Reduction by the Registrar of Companies;
(v) the extraordinary resolution to be set out in the notice to be dated
on or around 14 March 2008 convening a meeting of the Corporate Services Group
Noteholders, amongst other things, authorising HSBC Trustee (C.I) Limited to
execute a second supplemental trust deed modifying the Trust Deed and the terms
and conditions of the Notes being duly passed by the requisite majority at the
meeting of the Corporate Services Group Noteholders; and
(vi) the London Stock Exchange not having indicated that it will not admit
the Enlarged Impellam Share Capital to trading on AIM.
The Scheme will not become effective if, before the date of the Court Meeting,
the Proposals or any matter arising from them, are referred to the Competition
Commission. In such circumstances, the Scheme will be withdrawn and will lapse.
(d) Sanction of the Scheme by the Court
Under the Companies Acts, the Scheme also requires the sanction of the Court.
The hearing by the Court to sanction the Scheme and to confirm the Capital
Reduction comprised in the Scheme is expected to be held on 6 May 2008, subject
to satisfaction or waiver of the other Conditions. Impellam and Velvet Hights
will be represented by Counsel at this Court Hearing so as to consent to the
Scheme and to undertake to the Court to be bound thereby.
The Scheme will become effective in accordance with its terms on delivery of
office copies of the Court Orders to the Registrar of Companies, and (in
relation to the Capital Reduction) the registration of the Reduction Court Order
and the minute of the Capital Reduction by him.
If the Scheme becomes effective, it will be binding on all Corporate Services
Group Shareholders irrespective of whether they are entitled to attend and vote
at the Meetings and, if they attend and vote, whether they vote for or against
the Resolution and/or the Scheme at the Meetings. If the Scheme does not become
effective by 30 June 2008 (or such later date (if any) as Impellam and Corporate
Services Group may agree and (if required) the Court and the Takeover Panel may
allow) the Acquisition will not proceed.
(e) Modifications to the Scheme
The Scheme will contain a provision for Corporate Services Group and Impellam
jointly to consent on behalf of all concerned to any modifications, additions or
conditions to the Scheme which the Court may think fit to approve or impose. The
Court would be unlikely to approve of or impose any modifications, additions or
conditions to the Scheme which might be material to the interests of Scheme
Shareholders unless Scheme Shareholders were informed of any such modification,
addition or condition. It would be a matter for the Court to decide, in its
discretion, whether or not a further meeting of Relevant Shareholders should be
held in these circumstances.
(f) Amendment to Corporate Services Group Articles
It is intended, pursuant to the Resolution, to amend Corporate Services Group
Articles to ensure that any Corporate Services Group Shares issued (whether
pursuant to the Corporate Services Group Share Option Schemes or otherwise)
between the date of the adoption of the amended articles of association and 6.00
p.m. on the day immediately preceding the date of the Court Hearing will be
subject to the Scheme and that any Corporate Services Group Shares issued on or
after 6.00 p.m. on the day immediately preceding the date of the Court Hearing
(which are not subject to the terms of the Scheme) will automatically be
acquired by Impellam in consideration for and conditional on the issue and
allotment to the holder of such Corporate Services Group Shares of one Impellam
Share for every 50.4 Corporate Services Group Shares, provided, however, that no
fraction of an Impellam Share shall be allotted to such holder. Impellam shall
make a payment of an amount in cash in lieu of any fractional entitlement which
would otherwise have been allotted. The amount in cash payable in respect of any
fractional entitlement shall be calculated as a proportion of the Closing Price
of an Impellam Share (as derived from the AIM appendix to the Daily Official
List) on the day prior to the day on which the Corporate Services Group Shares
are allotted.
These provisions will avoid any person (other than Impellam) being left with
Corporate Services Group Shares after dealings in such shares have ceased on the
London Stock Exchange (which is expected to occur on 6 May 2008) and will
further ensure that Corporate Services Group will remain a wholly-owned
subsidiary of Impellam. The proposed amendments to the Corporate Services Group
Articles are set out in full in the notice of the General Meeting. Copies of
Corporate Services Group's existing articles of association and copies of the
articles of association to be adopted at the General Meeting are available for
further inspection at the offices of Mayer Brown International LLP, 11 Pilgrim
Street, London EC4V 6RW during normal business house on a weekday (Saturdays,
Sundays and public holidays excepted) until the close of the General Meeting and
will also be available for inspection at the place of the General Meeting for at
least 15 minutes prior to and during the General Meeting.
17. Overseas Shareholders
The implications of the Scheme and the Acquisition for Overseas Shareholders may
be affected by the laws of the relevant jurisdictions. Overseas Shareholders
should inform themselves about and observe applicable legal requirements. It is
the responsibility of each Overseas Shareholder to satisfy himself as to the
full observance of the laws of the relevant jurisdiction in connection
therewith, including the obtaining of any governmental, exchange control or
other consents which may be required, or the compliance with other necessary
formalities which are required to be observed and the payment of any issue,
transfer or other taxes due in such jurisdiction. Neither Corporate Services
Group nor its advisers have checked the securities laws applicable, nor sought
local advice, in any jurisdiction other than the United Kingdom in conjunction
with the Scheme.
The Scheme Documents have been prepared for the purposes of complying with
English law, the Takeover Code and the Listing Rules and the information
disclosed in them may not be the same as that which would have been disclosed if
they had been prepared in accordance with the laws of any other jurisdiction.
Without prejudice to the generality of the foregoing, if in the case of any
Overseas Shareholder Impellam is advised that the delivery to such Overseas
Shareholder of New Impellam Shares under the Scheme would or might infringe the
laws of the relevant jurisdiction or would or might require Impellam to obtain
or observe any governmental or other consent or any registration, filing or
other formality with which Impellam is unable to comply, or compliance with
which Impellam regards as unduly onerous, then Impellam may:
(a) determine that the New Impellam Shares to which such Overseas
Shareholder is entitled shall be sold, in which event the New Impellam Shares
shall be issued to such Overseas Shareholder (subject to any restrictions
required to comply with local securities laws) and Impellam shall appoint a
person to act and such person shall be authorised on behalf of such Overseas
Shareholder to procure that any New Impellam Shares in respect of which Impellam
has made such a determination shall be sold; or
(b) where Impellam is advised that the procedure in paragraph (a) would or
might be unlawful in a particular jurisdiction or would or might require
Impellam to obtain or observe any governmental or other consent or any
registration, filing or other formality with which Impellam is unable to comply
or compliance with which Impellam regards as unduly onerous, determine that the
New Impellam Shares to which such Overseas Shareholder is entitled shall instead
be allotted and issued to a person appointed by Impellam as nominee for such
Overseas Shareholder and such New Impellam Shares shall be sold on his behalf by
the nominee,
in either case, as soon as practicable after the Effective Date.
Any sale under paragraph (a) or (b) above shall be carried out at the best price
which can be reasonably obtained at the time of the sale, and the net proceeds
of such sale, after deduction of all expenses and commissions, including any
amount in respect of value added tax payable thereon, shall be delivered to such
Overseas Shareholder. To give effect to any such sale, the person or nominee so
appointed (as the case may be) shall be authorised on behalf of such Overseas
Shareholder to execute and deliver a form of transfer and to give such
instructions and do all such things which he may consider necessary or expedient
in connection with such sale. In the absence of bad faith or wilful default,
neither Impellam nor Corporate Services Group nor the person or the nominee so
appointed or any agent of any of them shall have any liability for any loss
arising as a result of the timing or terms of any such sale.
The Impellam Shares will not be registered under the Securities Act but will be
issued in reliance on the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10) thereof. The Impellam Shares issued
to a Scheme Shareholder who is neither an affiliate, for the purposes of the
Securities Act, of Corporate Services Group prior to the Effective Date nor an
affiliate of Corporate Services Group after the Effective Date may be resold
without restriction under the Securities Act. Shareholders who are affiliates of
Corporate Services Group prior to the Effective Date or affiliates of Corporate
Services Group after the Effective Date will be subject to certain restrictions
under the Securities Act on the resale of any Impellam Shares received by them
pursuant to the Scheme. For the purposes of the Securities Act, an affiliate of
Corporate Services Group is any person that directly or indirectly controls, or
is controlled by, or is under common control with a Corporate Services Group
entity. Whether a person is an affiliate of Corporate Services Group for the
purposes of the Securities Act depends on the circumstances, but affiliates
generally include officers, directors and significant shareholders. Persons who
believe that they may be affiliates of Corporate Services Group, should consult
their own legal advisers prior to any sale of the Impellam Shares received upon
the implementation of the Scheme.
For the purpose of qualifying for the exemption from the registration
requirements of the Securities Act provided by Section 3(a)(10) thereof with
respect to the Impellam Shares, Corporate Services Group will advise the Court
that its sanctioning of the Scheme will be relied upon by Impellam as an
approval of the Scheme following a hearing on its fairness to Corporate Services
Group Shareholders at which hearing all such Corporate Services Group
Shareholders are entitled to attend in person or through Counsel to support or
oppose the sanctioning of the Scheme and with respect to which notification has
been given to all such Corporate Services Group Shareholders.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.
Overseas Shareholders should consult their own legal and tax advisers with
respect to the legal and tax consequences of the Scheme in their particular
circumstances.
18. New Impellam Shares
The New Impellam Shares will be created under the Companies Acts and the
legislation made thereunder, will be issued in registered form and will be
capable of being held in both certificated and uncertificated form.
The New Impellam Shares will be issued credited as fully paid and will rank pari
passu in all respects with Impellam Shares in issue at the Effective Date,
including the rights to retain and receive dividends and other distributions
paid (if any).
It is intended that an application will be made to the London Stock Exchange for
the Enlarged Impellam Share Capital to be admitted to trading on AIM at 8.00
a.m. on 7 May 2008.
19. Suspension and delisting and re-registration of Corporate Services
Group Shares
The last day of dealings in, and for registration of transfers of, Corporate
Services Group Shares is expected to be 6 May 2008. At 5.00 p.m on 6 May 2008
the Corporate Services Group Shares will be suspended from trading on the
Official List and from the London Stock Exchange's market for listed securities.
Applications will be made by Corporate Services Group to the UK Listing
Authority for the listing of Corporate Services Group Shares on the Official
List to be cancelled and to the London Stock Exchange for Corporate Services
Group Shares to cease to be admitted to trading on the London Stock Exchange's
market for listed securities, in each case with effect from 8.00 a.m. on the
Effective Date.
On the Effective Date, share certificates in respect of the Scheme Shares will
cease to be valid. In addition, on the Effective Date, entitlements to Scheme
Shares held within the CREST system will be cancelled. Once cancelled, any such
certificates will cease to be valid documents of title and should be destroyed
or, at the request of Corporate Services Group, delivered up to Corporate
Services Group or any person appointed by Corporate Services Group to receive
the same.
20. Admission of Enlarged Impellam Share Capital to AIM
An application will be made by Impellam to the London Stock Exchange for the
Enlarged Impellam Share Capital to be admitted to trading on AIM. It is expected
that the New Impellam Shares will be issued, that Admission of the Enlarged
Impellam Share Capital will become effective and that dealings in Impellam
Shares will commence at 8.00 a.m. on the Effective Date which, subject to the
sanction of the Court, is expected to be 7 May 2008.
21. Settlement
Subject to the Scheme becoming effective, settlement of the consideration to
which Corporate Services Group Shareholders are entitled under the Scheme will
be effected in the manner set out below.
21.1 Scheme Shares held in uncertificated form
Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in
uncertificated form, the New Impellam Shares to which the Scheme Shareholder is
entitled will be issued in uncertificated form through CREST. Impellam will
procure that Euroclear is instructed to credit the Scheme Shareholders'
appropriate stock account(s) in CREST with the applicable number of New Impellam
Shares at the commencement of dealings in the New Impellam Shares. As from the
Scheme Record Time, each holding of Scheme Shares credited to any stock account
in CREST will be disabled and all Scheme Shares will be removed from CREST in
due course. Impellam reserves the right to issue New Impellam Shares in
certificated form in the manner referred to in paragraph 21.2 of this
announcement if, for any reason, it is not able to effect settlement in
uncertificated form in accordance with this paragraph 21.1.
21.2 Scheme Shares held in certificated form
Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in
certificated form, the New Impellam Shares to which the Scheme Shareholder is
entitled will be issued in certificated form.
Definitive certificates for New Impellam Shares will be dispatched by first
class post (or by airmail, if overseas) to the address appearing in the register
of members of Corporate Services Group as at the Scheme Record Time or, in the
case of joint holders, to the holder whose name stands first in the such
register in respect of the joint holders or in accordance with any special
instructions regarding communications. Definitive certificates will be
dispatched within 14 days after the Effective Date.
Pending the issue of definitive certificates for such New Impellam Shares,
Scheme Shareholders wishing to register transfers of such New Impellam Shares
may certify their share transfer forms against the register of members of
Impellam by contacting Impellam's registrar, Capita Registrars, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU. On the registration of any such
transfers, the transferee will receive a share certificate in respect of the New
Impellam Shares the subject of the relevant transfer.
Temporary documents of title will not be issued pending the despatch by post of
new definitive share certificates. On the Effective Date, each certificate
representing a holding of Scheme Shares subject to the Scheme will be cancelled
and share certificates for such shares will cease to be valid and should e
destroyed.
21.3 Fractional entitlements
No fraction of a New Impellam Share shall be allotted to any Scheme Shareholder
but all fractions to which, but for this proviso, Scheme Shareholders would have
been entitled shall be aggregated and sold in the market after the Effective
Date and the net proceeds of the sale, after deduction of all expenses and
commissions, including any amount in respect of value added tax payable thereon,
shall be paid in cash to the relevant Corporate Services Group Shareholders
entitled thereto in accordance with their fractional entitlements.
In the case of fractional entitlements to Scheme Shares held at the Scheme
Record Time in certificated form, Impellam shall deliver or procure the delivery
to the relevant Scheme Shareholders of a cheque for the sums payable to them
respectively and in the case of fractional entitlements to Scheme Shares held at
the Scheme Record Time that are in uncertificated form, Impellam shall ensure
that an assured payment obligation in respect of the sum payable to the relevant
Scheme Shareholder is created in accordance with the CREST assured payment
arrangements provided that Impellam may (if, for any reason, it so wishes) make
payment of such sums by cheque.
21.4 General
All deliveries of certificates in respect of the certificated New Impellam
Shares and of cheques required to be made pursuant to this Scheme shall be
effected by Impellam by duly posting the same by first class post (or by
airmail, if overseas) in prepaid envelopes addressed to the persons respectively
entitled thereto at their respective addresses as appearing in the register of
members of Corporate Services Group or, in the case of joint holders, at the
address of that one of the joint holders whose name stands first in such
register (except, in either case, as otherwise directed in writing) at the
Scheme Record Time.
Neither Impellam nor Corporate Services Group shall be responsible for any loss
or delay in the transmission or despatch of any certificates or cheques posted
in respect of the New Impellam Shares which shall be sent at the risk of the
addressee.
All cheques shall be in sterling drawn on a UK clearing bank and shall be made
payable to the entitled shareholder and the encashment of any such cheque or the
creation of any such assured payment obligation as referred to in paragraph 21.3
shall be a complete discharge for the moneys represented thereby.
22. Current trading and prospects
In the Corporate Services Group's preliminary results statement on 4 March 2008
the Corporate Services Group Directors made the following statement with regards
to current trading:
"Whilst the Board is mindful of recent commentary on the general economic
environment in both the USA and the UK it is pleased to report that trading in
the first eight weeks of the year has been in line with the Board's
expectations.
Trading in the UK commercial staffing segment is in line with the Board's
expectations and comfortably ahead of the comparable period last year. Trading
in the US commercial staffing segment is both in line with the Board's
expectations and comparable to the same period in 2007.
Trading in the UK healthcare staffing segment is in line with the Board's
expectations and significantly ahead of the comparable period for 2007. Trading
in our UK vendor procurement business is in line with the Board's expectations
and significantly ahead of the comparable period in 2007."
23. Further information
Appendix I contains the conditions to the Proposal and implementation of the
Scheme. Certain terms used in this announcement are defined in Appendix II.
This announcement does not constitute an offer or invitation to acquire or
exchange securities in Corporate Services Group, Impellam or Carlisle Shares.
Holders of Scheme Shares are advised to read carefully the formal documentation
relating to the Acquisition, once it has been dispatched.
There are no agreements or arrangements to which Impellam, Carlisle or Corporate
Services Group is a party which relate to the circumstances in which it may or
may not invoke or seek to invoke a pre-condition or a condition to completion of
the Acquisition.
24. Recommendation
Mr. Andrew Wilson, a director of Corporate Services Group, has a connection with
Lord Ashcroft and is therefore deemed not to be independent and has not
therefore participated in the Corporate Services Group Directors' deliberations
nor joined in the recommendation contained in this announcement relating to the
Proposals.
All of the Independent Directors, who have been so advised by Landsbanki,
consider the terms of the Proposals to be fair and reasonable so far as the
Corporate Services Group Shareholders are concerned and consider the terms of
the Proposals to be in the best interests of the Corporate Services Group
Shareholders as a whole. Accordingly, the Independent Directors unanimously
recommend that Scheme Shareholders vote in favour of the Scheme and the
Resolution. Desmond Doyle, the Group Chief Executive Officer of Corporate
Services Group and an Independent Director, intends to vote in favour of the
Scheme and the Resolution in respect of his own beneficial holdings of 350,251
Corporate Services Group Shares (representing approximately 0.03 per cent. of
the issued ordinary share capital of Corporate Services Group as at 13 March
2008, being the last practicable date prior to the posting of this
announcement).
In providing its advice to the Independent Directors, Landsbanki, has taken into
account the commercial assessment of the Independent Directors.
For further enquires:
The Corporate Services Group plc Tel: 01582 692658
Noel Harwerth, Acting Chairman
Desmond Doyle, Chief Executive Officer
Andrew Burchall, Group Finance Director
Carlisle Group Limited Tel: 01707 824000
Kevin Mahoney, Non-Executive Chairman
Richard Bradford, Chief Executive Officer
Impellam Group plc
Kevin Mahoney, Non-Executive Chairman
Richard Bradford, Group Chief Operating Officer
Landsbanki Securities (UK) Limited Tel: 020 7426 9000
(Financial adviser and Broker to Corporate Services Group)
James Wellesley Wesley
Claes Spang
Cenkos Securities plc Tel: 020 7397 8900
(Nominated adviser to Carlisle and Impellam)
Nicholas Wells
Adrian Hargrave
Bell Pottinger Corporate & Financial
Nick Lambert Tel: 07811 358 764
Sarah Williams Tel: 07904 932 904
Cenkos Securities plc, which is authorised and regulated in the UK by the
Financial Services Authority is acting exclusively for Carlisle and Impellam and
for no-one else in connection with the Proposals and will not be responsible to
anyone other than Carlisle and Impellam for providing the protections afforded
to clients of Cenkos Securities plc or for giving advice in relation to the
Proposals nor any other matter referred to in this announcement.
Landsbanki Securities (UK) Limited, which is authorised and regulated in the UK
by the Financial
Services Authority, is acting exclusively for Corporate Services Group and for
no-one else in connection with the Proposals and will not be responsible to
anyone other than Corporate Services Group for providing protections afforded to
clients of Landsbanki Securities (UK) Limited or for giving advice in relation
to the Proposals nor any other matter referred to in this announcement.
This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any securities
pursuant to this announcement or otherwise in any jurisdiction.
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by the laws of those jurisdictions and
therefore persons should inform themselves about and observe such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdictions.
INFORMATION FOR UNITED STATES AND OTHER OVERSEAS SHAREHOLDERS
Securities may not be offered or sold in the United States unless they are
registered under the United States
Securities Act of 1933 (the "Securities Act"), or are exempt from such
registration requirements. None of the Impellam Shares have been, nor will be,
registered under the Securities Act but Impellam Shares will be issued in
reliance on the exemption provided by Section 3(a)(10) thereof, and may not be
re-offered, sold, transferred, resold, delivered or distributed, directly or
indirectly, in or into or from the United States, except in transactions exempt
from or not subject to the registration requirements of the Securities Act and
otherwise in compliance with the securities laws of the United States. Neither
the US Securities and Exchange Commission nor any state securities commission
has approved or disapproved of the securities described herein or passed upon
the accuracy or adequacy of this announcement or any accompanying document. Any
representation to the contrary is a criminal offence in the US.
None of the Impellam Shares have been, nor will be, registered under the
relevant securities laws of Japan, and the relevant clearances have not been,
and will not be, obtained from the securities commission of any province of
Canada. No documents in relation to the Impellam Shares have been or will be
lodged with, or registered by, the Australian Securities and Investments
Commission. Accordingly, the Impellam Shares are not being, and may not be,
offered, sold, resold, delivered or distributed, directly or indirectly, in or
into the Canada, Australia or Japan or for the account or benefit of any persons
or any national, citizen or resident of Canada, Australia or Japan (except
pursuant to an exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable laws).
The Proposals relate to the shares of a UK company and are proposed to be made
by means of a scheme of arrangement under English company law. The Proposals
effected by means of a scheme of arrangement are not subject to the tender offer
rules under the United States Securities Exchange Act of 1934. Accordingly, the
Scheme will be subject to the disclosure requirements, rules and practices
applicable in the UK to schemes of arrangement, which differ from the
requirements of US tender offer rules. Financial information included in this
announcement has been prepared in accordance with accounting standards
applicable in the UK that may not be comparable with the financial statements of
US companies.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements. These relate to Corporate
Services Group's,
Impellam's, Carlisle's and the Enlarged Impellam Group's future prospects,
developments and strategies and certain plans and objectives of the boards of
directors of Corporate Services Group, Carlisle and Impellam.
Forward-looking statements are identified by their use of terms and phrases such
as "anticipate", "believe",
"consider", "could", "envisage", "estimate", "expect", "intend", "may", "plan",
"will" or the negative of those, variations or comparable expressions, including
references to assumptions. All statements other than statements of historical
facts included in this announcement, including (without limitation) those
regarding
Corporate Services Group's, Impellam's, Carlisle's and/or the Enlarged Impellam
Group's financial position, business strategy, plans and objectives of
management for future operations are forward looking statements. Such forward
looking statements involve known and unknown risks, uncertainties and other
important factors that could cause actual results, performance or achievements
of Corporate Services Group, Impellam, Carlisle and/or the Enlarged Impellam
Group to differ materially from those expressed or implied by those statements.
The forward looking statements in this announcement are based on current
expectations and assumptions relating to Corporate Services Group's, Impellam's,
Carlisle's and/or the Enlarged Impellam Group's present and future business
strategies and the environment in which Corporate Services Group, Impellam,
Carlisle and/or the Enlarged Impellam Group will operate in the future. These
forward looking statements speak only as at the date of this announcement,
Corporate Services Group, Impellam, Carlisle and/or the Enlarged Impellam Group
expressly disclaim any obligation or undertaking to disseminate any updates or
revisions to any forward looking statements, contained herein to reflect any
changes in Corporate Services Group's, Impellam's, Carlisle's and/or the
Enlarged Impellam Group's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based except
to the extent required by applicable laws or regulations.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Corporate Services Group, all "dealings" in
any "relevant securities" of Corporate Services Group (including by means of an
option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 p.m. (London time)
on the Business Day following the date of the relevant transaction. This
requirement will continue until the Effective Date of the Scheme or until the
date on which the Scheme lapses or is otherwise withdrawn (or such later date(s)
as the Takeover Panel may specify). If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an "
interest" in "relevant securities" of Corporate Services Group, they will deemed
to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "
relevant securities" of Corporate Services Group by Impellam, Carlisle or
Corporate Services Group, or by any of their respective "associates", must be
disclosed by no later than 12.00 noon (London time) on the Business Day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of or derivative referenced to, securities.
Terms in quotation marks in this section headed "Dealing Disclosure Requirements
" are defined in the Takeover Code, which can also be found on the Takeover
Panel's website at www.thetakeoverpanel.org.uk.
If you are in any doubt as to whether or not you are required to disclose a "
dealing" under Rule 8 of the Takeover Code, you should consult the Takeover
Panel.
If you are in any doubt as to the application of Rule 8 of the Takeover Code to
you, please contact an independent financial adviser authorised under FSMA,
consult the Takeover Panel's website at www.thetakeoverpanel.org.uk or contact
the Takeover Panel on telephone number +44 (0)20 7638 0129 or fax number +44 (0)
20 7236 7013.
APPENDIX I - CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE PROPOSALS
The Proposals will be conditional upon the Scheme becoming unconditional and
becoming effective, subject to the provisions of the Takeover Code, by no later
than 30 June 2008 or such later date (if any), subject to the provisions of the
Takeover Code, as Corporate Services Group and Impellam may, with the consent of
the
Takeover Panel, agree and (if required) the Court may allow.
1. Conditions of the Scheme
The Scheme will be conditional upon:
(a) the approval of the Scheme by a majority in number, representing at least
three-fourths in value of the Relevant Shareholders (or the relevant class or
classes thereof) present and voting, either in person or by proxy, at the Court
Meeting or any separate class meeting that may be required by the Court, or any
adjournment of any such meeting;
(b) the Resolution being duly passed by the requisite majority at the General
Meeting, or any adjournment of that meeting;
(c) the Articles of Merger being filed with the Registrar of International
Business Companies in Belize and the registrar confirming in writing that the
Merger has occurred, prior to the Court Orders being obtained;
(d) the sanction (in either case, with or without modification (but subject to
such modification being acceptable to Corporate Services Group and Impellam) of
the Scheme and confirmation of the Capital Reduction by the Court and copies of
the Court Orders and of the minute confirming the Capital Reduction being
delivered to the Registrar of Companies and registration of the Court Order and
minute confirming the Capital Reduction by the Registrar of Companies;
(e) the extraordinary resolution to be set out in the notice dated on or
around 14 March 2008 convening a meeting of the Corporate Services Group
Noteholders, amongst other things, authorising HSBC Trustee (C.I.) Limited to
execute a second supplemental trust deed modifying the Trust Deed and the terms
and conditions of the Notes being duly passed by the requisite majority at the
meeting of the Corporate Services Group Noteholders; and
(f) the London Stock Exchange not having indicated that it will not admit the
Enlarged Impellam Share Capital to trading on AIM.
2. Further Conditions
Corporate Services Group and Impellam have agreed that, subject to paragraph 3
of this Appendix I and the requirements of the Takeover Panel in accordance with
the Takeover Code, the Scheme will be also conditional upon and, accordingly,
the necessary actions to make the Scheme effective will not be taken unless the
following Conditions are satisfied or waived prior to the Scheme being
sanctioned by the Court:
2.1 Competition issues
All necessary filings having been made under the Hart-Scott Rodino Act and the
regulations promulgated thereunder and the applicable waiting periods having, in
each case, expired or been terminated in respect of the Proposals.
2.2 Regulatory intervention
No Relevant Authority having taken, instituted, implemented or threatened any
legal proceeding, action, suit, investigation, enquiry or reference, and there
not continuing to be outstanding any proceeding, action, suit, investigation,
enquiry or reference, and no Relevant Authority having enacted, made or proposed
any statute, regulation, decision or order or required any step to be taken or
information to be provided, or otherwise having taken any other action, and
there not continuing to be in force any statute, regulation, rule, order or
decision that, in any such case, would or would reasonably be expected (in any
such case to an extent which is material in the context of the wider Corporate
Services Group as a whole or the wider Impellam Group as a whole) to:
(a) make the Scheme, the Proposals or their implementation or the acquisition
by Impellam or any member of the wider Impellam Group of any shares or other
securities in, or control of Corporate Services Group void, voidable, illegal
and/or unenforceable under the laws of any relevant jurisdiction, or otherwise
directly or indirectly prohibit, restrain, prevent, restrict or delay the same
or otherwise materially impede or interfere with the same or impose additional
material conditions or other obligations with respect thereto;
(b) require, prevent or delay a divestiture or alter the terms envisaged for
any proposed divestiture by any member of the wider Impellam Group of any shares
or other securities in Corporate Services Group;
(c) require, prevent, delay or restrict, or alter the terms for envisaged for
any proposed divestiture by any member of the wider Impellam Group or any member
of the wider Corporate Services Group of all or any material part of their
respective businesses, assets or properties or impose any material limitation on
the ability of any of them to conduct their respective businesses (or any of
them) or to own or control any material part of their respective assets or
properties;
(d) impose any limitation on, or result in a delay in, the ability of any
member of the wider Corporate Services Group or the wider Impellam Group,
directly or indirectly, to acquire or to hold or to exercise effectively all or
any rights of ownership in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent) in any member of the
wider Corporate Services Group or the wider Impellam Group or to exercise
management control over any such member;
(e) save pursuant to the Proposals or the Merger, require any member of the
wider Impellam Group and/or of the wider Corporate Services Group to acquire, or
offer to acquire, any shares or other securities (or the equivalent) or interest
in any member of the wider Corporate Services Group or the wider Impellam Group
owned by any third party;
(f) result in any member of the wider Corporate Services Group or the wider
Impellam Group ceasing to be able to carry on business under any name under
which it presently does so or any person presently not able to carry on business
under any name which any member of the wide Corporate Services Group or the
wider Impellam Group currently does, becoming able to do so;
(g) otherwise adversely affect the business, assets, profits, financial or
trading position or prospects of any member of the wider Impellam Group or any
member of the wider Corporate Services Group; or
(h) impose any material limitation on the ability of any member of the wider
Corporate Services Group or wider Impellam Group to conduct, co-ordinate or
integrate its business or businesses, or any part of it, with any business or
businesses of any member of the wider Impellam Group and/or the wider Corporate
Services Group,
and all applicable waiting and other time periods (including any extension
thereof) during which any
Relevant Authority could decide to take, institute, implement or threaten any
such action, proceeding, suit, investigation, enquiry or reference or to take
any other step in respect of the Proposals under the laws of any jurisdiction
having expired, lapsed or been terminated.
2.3 Filings and authorisations
(a) All notifications, filings and applications which are necessary, including
such notifications, filings and applications as may be required to be submitted
to any relevant authorities, having been made and all applicable waiting and
other time periods (including any extensions thereof) under any applicable
legislation or regulation of any relevant jurisdiction having expired, lapsed or
been terminated (as appropriate) and all statutory or regulatory obligations in
any relevant jurisdiction having been complied with in each case as may be
reasonably necessary in connection with the Scheme, the Proposals or their
implementation or the acquisition by Impellam of any shares or other securities
(or the equivalent) in, or control of, Corporate Services Group or any other
member of the wider Corporate Services Group or the carrying on by any member of
the wider Corporate Services Group or by any member of the wider Impellam Group
of their respective businesses at the time at which the Scheme otherwise becomes
effective; or
(b) all authorisations and determinations which are necessary in any relevant
jurisdiction for or in respect of the Proposals or their implementation or the
acquisition of any shares or other securities (or the equivalent) in, or control
of, Corporate Services Group or any member of the wider Corporate Services Group
by any member of the wider Impellam Group or the carrying on by any member of
the wider Corporate Services Group or the wider Impellam Group of their
respective businesses having been obtained on terms and in a form reasonably
satisfactory to both Impellam and Corporate Services Group from all relevant
authorities or from any persons or bodies with whom any member of the wider
Corporate Services Group or of the wider Impellam Group has entered into
contractual arrangements and all such authorisations and determinations
remaining in full force and effect and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
authorisations and determination at the time at which the Scheme otherwise
becomes effective.
2.4 Consequences of the Scheme
Except as Disclosed, there being no provision of any arrangement, agreement,
licence, permit, lease, franchise or other instrument to which any member of the
wider Corporate Services Group or the wider Impellam Group is a party, or by or
to which any such member, or any of its respective assets, is or may be bound,
entitled or be subject or any circumstance which, in each case as a consequence
of the Scheme or the acquisition or the proposed acquisition by any member of
the wider Impellam Group of any shares or other securities (or the equivalent)
in, or control of, Corporate Services Group or any other member of the wider
Corporate Services Group or otherwise, would or might reasonably be expected to
result, (in any such case to an extent which is material in the context of the
wider Corporate Services Group as a whole or the wider Impellam Group as a
whole) in:
(a) any monies borrowed by, or any other indebtedness in the nature of
borrowing of, actual or contingent, or any grant available to, any such member
being or becoming repayable, or capable of being declared repayable immediately
or earlier than the stated maturity or repayment date, or the ability of any
such member to borrow monies or incur any indebtedness being or becoming capable
of being withdrawn or inhibited or prohibited;
(b) the rights, liabilities, obligations, interests or business of any such
member under any such arrangement, agreement, licence, permit, lease, franchise
or instrument or the interests or business of any such member in or with any
other firm or company or body or person (or any agreement or arrangements
relating to any such business or interests) being or becoming capable of being
terminated or adversely modified or affected in any respect or any onerous
obligation or any liability arising or any adverse action being taken
thereunder;
(c) any such member ceasing to be able to carry on business under any name
under which it presently does so or any person presently not able to carry on
business under any name which any member of the wider Corporate Services Group
or the wider Impellam Group currently does, becoming able to do so;
(d) any asset, property or interest of, or any asset the use of which is
enjoyed by, any such member being disposed of or charged by, or ceasing to be
available to, any such member or any right arising under which any such asset or
interest could be required to be disposed of or charged by, or could cease to be
available to, any such member, other than in the ordinary course of business;
(e) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member or any such mortgage, charge or other security interest (whether
existing or having arisen, whenever created) becoming enforceable;
(f) the financial or trading position or prospects or the value of any such
member being prejudiced or adversely affected;
(g) the creation or assumption of any liability (actual, contingent or
prospective) by any such member; or
(h) any such member being required to repay or repurchase any shares in and/or
indebtedness of any such member owed by any third party,
and, in each case in consequence of the Proposals or the Scheme, no event having
occurred which, under any provision of any such arrangement, agreement, licence,
permit, lease, franchise or other instrument could result in or could reasonably
be expected to result in any of the events or circumstances which are referred
to in sub-paragraphs (a) to (h) of this paragraph (in each case to an extent
which is material in the context of the wider Impellam Group as a whole or the
wider Corporate Services Group as a whole).
2.5 No corporate action taken since the latest accounting date
Except as Disclosed, no member of the wider Corporate Services Group having,
since 31 December 2007, and no member of the wider Impellam Group having, since
31 March 2007 (in any such case to an extent which is material in the context of
the wider Corporate Services Group as a whole or the wider Impellam Group as a
whole):
(a) (save as between Impellam and Carlisle or Impellam and/or Carlisle and
wholly owned subsidiaries of Carlisle, or as between Corporate Services Group
and wholly owned subsidiaries of Corporate Services Group, or for Corporate
Services Group Shares issued pursuant to the exercise of options granted under
the Corporate Services Group Share Option Schemes or for Carlisle Shares issued
pursuant to the Carlisle Share Option Scheme) issued or agreed to issue, or
authorised or proposed the issue of additional shares of any class, or
securities convertible into, or exchangeable for, or rights, warrants or options
to subscribe for or acquire, any such shares or convertible securities or
redeemed, purchased or reduced, or authorised or proposed or announced an
intention to redeem, purchase or reduction of, or make any other change to any
part of its share capital;
(b) other than to another member of the Carlisle Group or the Group
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any dividend, bonus issue or other distribution whether payable in cash or
otherwise;
(c) (save for transactions between one member of the relevant group and any
another such member) made, authorised, proposed or announced any intention to
propose any change in its loan capital;
(d) (save for transactions between one member of the relevant group and any
another such member and other than the Merger and the Proposals) effected or
implemented any merger or demerger or acquired, disposed of, transferred,
mortgaged, charged, created or granted security over any body corporate,
partnership or business or acquired or disposed of, or, other than in the
ordinary course of business, transferred, mortgaged, granted charged or created
any security
(e) interest over, any asset or any right, title or interest in any asset
(including shares and trade investments) or authorised, proposed or announced
any intention to do so;
(e) (save for transactions between one member of the relevant group and any
other such member) issued, authorised or proposed the issue of or made any
change in or to any debentures or, save in the ordinary course of business,
incurred or increased any indebtedness or become subject to any liability
(actual or contingent) or become subject to any guarantee;
(f) entered into or varied or authorised or announced its intention to enter
into or vary any contract, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) which is of a loss making, long
term, unusual or onerous nature of magnitude, or which involves or could involve
an obligation of such a nature or magnitude or which is other than in the
ordinary course of business or which is or could materially restrict the
business of any member of the wider Corporate Services Group or the wider
Impellam Group;
(g) entered into or varied (other than in respect of increases in remuneration
required under the terms of the relevant agreement) or made any offer (which
remains open for acceptance) to enter into or change the terms of any contract,
service agreement or arrangement with any director or senior executive of any
member of the wider Corporate Services Group or the wider Impellam Group;
(h) implemented, effected or authorised, proposed or announced its intention
to implement, effect, authorise or propose any reconstruction, amalgamation,
commitment, scheme or other transaction or arrangement which, in any case is not
in the ordinary course of business;
(i) waived or compromised any claim other than in the ordinary course of
business;
(j) in the case of Corporate Services Group, Carlisle and Impellam only, made
any alteration to its memorandum or articles of association or other
constitutional documents;
(k) taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented or order made for its
winding up (voluntary or otherwise), dissolution, reorganisation or for the
appointment of any administrator, receiver, administrative receiver, trustee or
similar officer or other encumbrancer of all or any of its assets or revenues or
any analogous proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction;
(l) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(m) made or agreed or consented to any significant change to (i) the terms of
the trust deeds constituting the pension schemes established for its directors,
employees and/or their dependants, (ii) the benefits which accrue, or to the
pensions which are payable, thereunder, (iii) the basis on which qualification
for, or accrual or entitlement to, such benefits or pensions are calculated or
determined, (iv) the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or (v) agreed or consented to any
change to the trustees including the appointment of a trust corporation;
(n) terminated any agreement or arrangement between any member of the relevant
group and any other person (other than another member of the relevant group)
save in the ordinary course of business;
(o) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the relevant group; or
(p) entered into any contract, commitment, agreement or arrangement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to, or proposed or authorised or announced any intention to effect, any
of the transactions, matters or events referred to in this paragraph 2.5.
2.6 Other events since the latest accounting date
Except as Disclosed, since 31 December 2007 in respect of the wider Corporate
Services Group and since 31 March 2007 in respect of the wider Impellam Group
(in any such case to an extent which is material in the context of the wider
Corporate Services Group as a whole or the wider Impellam Group as a whole):
(a) there having been no material adverse change or deterioration in the
business, assets, financial or trading position or profits or prospects of the
wider Corporate Services Group or the wider Impellam Group;
(b) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Corporate Services Group or the
wider Impellam Group is or may become a party (whether as plaintiff or claimant
or respondent or otherwise) having been threatened, announced or instituted by
or against or remaining outstanding against or in respect of any member of the
wider Corporate Services Group or any member of the wider Impellam Group;
(c) no enquiry or investigation by, or complaint or reference to, any Relevant
Authority having been threatened, announced, implemented or instituted or
remaining outstanding, against or in respect of any member of the wider
Corporate Services Group or any member of the wider Impellam Group;
(d) no actual, contingent or other liability having arisen which would have or
would reasonably be expected to have a material adverse effect;
(e) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence held by any member of
the wider Corporate Services Group or any member of the wider Impellam Group
which is necessary for the proper carrying on of its business and absence of
which would have a material adverse effect; or
(f) no material claim being made, and no circumstance having arisen which
might lead to a claim being made under the insurance of any member of the wider
Corporate Services Group or any member of the wider Impellam Group.
2.7 Information issues
Except as Disclosed, Impellam not having discovered in relation to the wider
Corporate Services Group and Corporate Services Group not having discovered
regarding the wider Impellam Group:
(a) that any financial, business or other information concerning the wider
Corporate Services Group or the wider Impellam Group as contained in the
information publicly disclosed or disclosed to Impellam or Carlisle at any time
by or on behalf of any member of the wider Corporate Services Group or to
Corporate Services Group at any time by or on behalf of any member of the wider
Impellam Group is misleading to a material extent, contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not materially misleading and such information not
being subsequently corrected or remedied;
(b) that any member of either of the wider Corporate Services Group or the
wider Impellam Group is subject to any liability, (whether actual, contingent or
prospective) which is not Disclosed and which is outside the ordinary course of
business and material in the context of the wider Corporate Services Group as a
whole or the wider Impellam Group as a whole; or
(c) any information which affects the import of any information Disclosed at
any time which is material in the context of the wider Corporate Services Group
as a whole or the wider Impellam Group as a whole.
2.8 Environmental issues
Impellam not having discovered regarding the wider Corporate Services Group and
Corporate Services Group not having discovered regarding the wider Impellam
Group:
(a) any past or present member of the wider Corporate Services Group or the
wider Impellam Group (including for the purposes of this paragraph 2.8,
Impellam) has not complied with any applicable legislation or regulations of any
jurisdiction with regard to the use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health, or otherwise relating to environmental matters or the health and
safety of any person, or that there has otherwise been any such use, treatment,
handling, storage, transport, release, disposal, discharge, spillage, leak or
emission (whether or not this constituted a non-compliance by any person with
any legislation or regulations and wherever the same may have taken place)
which, in any case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the relevant group
which in any case is material in the context of the relevant group taken as a
whole; or
(b) there is, or is reasonably likely to be, any liability, whether actual or
contingent, to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
relevant group (including, for the purposes of this paragraph 2.8, Impellam) or
any controlled waters under any environmental legislation, regulation, notice,
circular, order or other lawful requirement of any Relevant Authority or
otherwise which in any case is material in the context of the relevant group
taken as a whole.
Impellam and Corporate Services Group will not invoke the Conditions set out in
this paragraph 2 so as to cause the Scheme to lapse or to be withdrawn unless
the circumstances which give rise to the right to invoke the relevant Condition
(s) are of material significance to Impellam or Corporate Services Group (as the
case may be) in the context of the Acquisition.
3. Waiver of Conditions
Subject to the requirement of the Takeover Panel in accordance with the Takeover
Code:
(a) Impellam will reserve the right (but shall be under no obligation) to
waive, in whole or part, all or any of the above Conditions, except those
Conditions contained in paragraph 1, so far as they relate to Corporate Services
Group, the wider Corporate Services Group or any part thereof; and
(b) Corporate Services Group will reserve the right (but shall be under no
obligation) to waive, in whole or part, all or any of the above Conditions,
except those Conditions contained in paragraph 1, so far as they relate to
Impellam, the wider Impellam Group or any part thereof.
4. Alterations to Conditions
If Impellam is required by the Takeover Panel to make an offer or offers for
Corporate Services Group Shares under the provisions of Rule 9 of the Takeover
Code, Impellam may make such alterations to the Conditions as are necessary to
comply with the provisions of that Rule.
5. Takeover offer
Impellam and Corporate Services Group may decide to implement the acquisition of
the entire issued share capital of Corporate Services Group by way of an offer,
in which case additional documents will be despatched to Corporate Services
Group Shareholders. In such event, the acquisition of the entire issued share
capital of Corporate Services Group will be implemented on the same terms
(subject to appropriate amendments so far as applicable) as those which would
apply to the Scheme.
6. Competition Commission referral
The Scheme will not become effective if, before the date of the Court Meeting,
the Proposals (or any matter arising from them) are referred to the Competition
Commission. In such circumstances, the Scheme will be withdrawn and will lapse.
7. Law
The Acquisition and the Scheme will be governed by English law and will be
subject to the jurisdiction of the English courts. The rules of the Takeover
Code, so far as they are appropriate, apply to the Acquisition and the Scheme.
APPENDIX II - BASIS OF CALCULATIONS AND SOURCES OF INFORMATION
1. The value attributed to the entire issued share capital of
Corporate Services Group is based upon the 1,077,215,855 Corporate Services
Group Shares in issue as at the date of this announcement. Unless otherwise
stated, all references to a percentage of issued Corporate Services Group Shares
are based on this number of Corporate Services Group Shares being in issue.
2. All references to the number of Impellam Shares expected to be in
issue following Completion and to the expected holding of Impellam Shares of the
former Corporate Services Group Shareholders and Carlisle Shareholders assumes
(unless stated otherwise) that:
(i) no further Corporate Services Group Shares, Carlisle Shares and/or Impellam
Shares are issued in the period from the date of this announcement to
Completion; and
(ii) no Carlisle Shareholders dissent to the terms of the Merger.
3. Unless otherwise stated, the financial information concerning
Corporate Services Group has been extracted without material adjustment from the
audited consolidated financial statements of Corporate Services Group for each
of the financial years ended 31 December 2005, 2006 and 2007.
4. Unless otherwise stated, the financial information concerning
Carlisle has been extracted without material adjustment from the special purpose
consolidated financial information of Carlisle for the financial year ended 31
March 2007 or from Carlisle's unaudited interim results for the nine month
period ended 31 December 2007.
5. Unless otherwise stated, the financial information concerning
Impellam has been extracted without material adjustment from the unaudited
balance sheet relating to Impellam dated 4 March 2008.
6 Unless otherwise stated, all prices quoted relating to Corporate
Services Group Shares and Carlisle Shares are Closing Prices and are derived
from the Daily Official List.
7 All share prices are expressed in pence and all percentages are
rounded to one decimal place.
APPENDIX III - DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"Acquisition" the proposed acquisition of the entire issued and to be
issued share capital of Corporate Services Group by
Impellam to be effected by way of a scheme of
arrangement under section 425 of the Companies Act 1985
and Part 26 of the Companies Act 2006
"Admission" the admission of the Enlarged Impellam Share Capital to
trading on AIM becoming effective in accordance with
Rule 6 of the AIM Rules for Companies
"ADR Depositary" the person or entity which holds the ADRs in its name on
behalf of the ADR Holders
"ADR Holder" a holder of ADRs
"ADRs" an American depositary share, evidenced by an American
depositary receipt
"AIM" AIM, the market of that name operated by London Stock
Exchange
"AIM Rules" the rules and guidance for companies whose shares are
admitted to trading on AIM entitled "AIM Rules for
Companies" published by the London Stock Exchange, as
amended from time to time
"Articles of Merger" the articles of merger to be executed by Carlisle and
Impellam to give effect to the Merger in accordance with
section 84(5) of the IBCA
"Barclays" Barclays Bank plc
"Business Day" any day (other than a public holiday, Saturday or
Sunday) on which the London Stock Exchange is open for
normal business
"Capita Registrars" a trading name of Capita Registrars Limited
"Capital Reduction" the proposed reduction of the capital of Corporate
Services Group provided for by the Scheme
"Carlisle" Carlisle Group Limited, a company incorporated in Belize
under the IBCA, with registered no. 44136
"Carlisle Directors" the directors of Carlisle as at the date of this
announcement and "Carlisle Director" shall mean any one
of them
"Carlisle Group" Carlisle and its subsidiary undertakings and for these
purposes "subsidiary undertaking" has the meaning given
by the Companies Acts
"Carlisle Options" options over Carlisle Shares as referred to in paragraph
2 of this announcement
"Carlisle Share Option Scheme" The Carlisle Group Long-Term Incentive Plan
"Carlisle Shareholders" holders of Carlisle Shares, each individually being a "
Carlisle Shareholder"
"Carlisle Shares" ordinary shares of 10 pence each in the capital of
Carlisle
"Cenkos" Cenkos Securities plc, which is authorised and regulated
in the UK by the FSA and whose registered office address
is 6.7.8 Tokenhouse Yard, London EC2R 7AS
"certificated form" or "in a share or other security which is not in uncertificated
form (that is, not in CREST)
certificated form"
"Closing Price" the closing middle market quotation of the relevant
share as derived from the Daily Official List
"Companies Acts" the Companies Act 1985 as amended (to the extent still
in force) and/or (to the extent in force) the Companies
Act 2006
"Completion" completion of the Merger in accordance with the terms of
the Merger Plan and the Articles of Merger and the
Scheme becoming effective in accordance with its terms
"Conditions" the conditions to the implementation of the Proposals
(including the Scheme) which are set out in Appendix I
of this announcement
"Corporate Services Group" or the " The Corporate Services Group plc
Company"
"Corporate Services Group Articles" the articles of association of Corporate Services Group
as at the date of the Scheme and "Article" shall mean
any article of those articles
"Corporate Services Group Directors" the directors of Corporate Services Group as at the date
of this announcement and a "Corporate Services Group
Director" shall mean anyone of them
"Corporate Services Group the holders of the outstanding Notes
Noteholders"
"Corporate Services Group the options granted under the Corporate Services Group
Share Option Schemes
Share Options"
"Corporate Services Group The Corporate Services Group plc1995 Share Option
Scheme; The Corporate Services Group plc No.1 Executive
Share Option Schemes" Share Option Scheme 2000 and The Corporate Services
Group plc No.2 Executive Share Option Scheme 2000
"Corporate Services Group holders of Corporate Services Group Shares
Shareholders"
"Corporate Services Group ordinary shares of one penny each in the capital of
Corporate Services Group
Shares"
"Court" the High Court of Justice in England and Wales
"Court Hearing" the court hearing at which the sanction of the Scheme by
the Court will be sought under Part 26 of the Companies
Act 2006 and at which confirmation of the Capital
Reduction will be sought
"Court Meeting" the meeting of the Relevant Shareholders convened
pursuant to an order of the Court pursuant to section
425 of the Companies Act 1985 to consider and, if
thought fit, approve the Scheme (with or without
modification), and any adjournment thereof
"Court Order(s)" the Scheme Court Order and/or the Reduction Court Order,
as the case may be
"CREST" the relevant system (as defined in the Regulations)
operated by Euroclear in accordance with which
securities may be held or transferred in uncertificated
form
"Daily Official List" the Daily Official List of the London Stock Exchange
"Disclosed" (a) in the case of Corporate Services Group: (i) as
disclosed in any public announcement by or on behalf of
Corporate Services Group via an RIS; (ii) as disclosed
in Corporate Services Group's report and accounts for
the financial year ended 31 December 2007; (iii) as
fairly disclosed by or on
behalf of Corporate Services Group in writing to
Impellam or Carlisle or any of their respective
advisers;
(b) in the case of Impellam: (i) as disclosed in any
public announcement by or on behalf of Carlisle via an
RIS; (ii) as disclosed in Carlisle's report and accounts
for the financial year ended 31 March 2007, interim
financial statements for the six months ended 30
September 2007 or quarterly results for the nine months
ending 31 December 2007; (iii) as fairly
disclosed by or on behalf of Carlisle in writing to
Corporate Services Group or its advisers; and
(c) in respect of either Corporate Services Group or
Impellam, as may be disclosed in this announcement;
"Effective Date" the date on which the Scheme becomes effective in
accordance with its terms
"Enlarged Impellam Group" the Impellam Group as enlarged following Completion
"Enlarged Impellam Share Capital" the entire issued ordinary share capital of Impellam
following Completion
"Euroclear" Euroclear UK & Ireland Limited, a company registered in
England and Wales with registered number 2878738
"FSA" the Financial Services Authority
"FSMA" Financial Services and Markets Act 2000, as amended
"General Meeting" the general meeting of Corporate Services Group to be
convened at 9.30 a.m. (or as soon thereafter as the
Court Meeting shall have been concluded or adjourned) on
9 April 2008 at the offices of Mayer
Brown International LLP, 11 Pilgrim Street, London EC4V
6RW (and any adjournment thereof)
"Group" Corporate Services Group and its subsidiary undertakings
and for these purposes "subsidiary undertaking" has the
meaning given by the Companies Acts
"Hart-Scott Rodino Act" US Hart-Scott Rodino Antitrust Improvements Act of 1976
(as amended)
"holder" a registered holder and includes any person entitled by
transmission
"IBCA" the Belize International Business Companies Act, 1990
"Impellam" Impellam Group plc, a public limited company
incorporated in England and Wales with registered number
6511961
"Impellam Directors" the directors of Impellam at the date of this
announcement and an "Impellam Director" shall mean any
one of them
"Impellam Group" Impellam and its subsidiary undertakings and for these
purposes "subsidiary undertaking" has the meaning given
by the Companies Acts
"Impellam Redeemable Preference Shares" redeemable, non-voting preference shares of �1 each in
the capital of Impellam
"Impellam Shares" ordinary shares of one penny each in the capital of
Impellam
"Independent Directors" the directors of Corporate Services Group other than
Andrew Wilson, who is not considered independent as a
result of his connection with Lord Ashcroft and "
Independent Director" shall mean any one of them
"Landsbanki" Landsbanki Securities (UK) Limited, which is authorised
and regulated in the UK by the Financial Services
Authority and whose registered office address is
Beaufort House, 15 St. Botolph Street, London EC3A 7QR
"Listing Rules" the listing rules of the UK Listing Authority made
pursuant to Part VI of FSMA
"London Stock Exchange" London Stock Exchange plc
"Lord Ashcroft" Lord Ashcroft KCMG
"Meetings" the Court Meeting and the General Meeting or either of
them as the context requires
"Merger" the proposed merger by Impellam with Carlisle to be
effected by means of a statutory merger in accordance
with IBCA, the terms and conditions of which are set out
in the Articles of Merger and the Merger Plan
"Merger Effective Date" 6 May 2008
"Merger Plan" the conditional merger plan relating to the Merger
"New Corporate Services Group Shares" the new ordinary shares of one penny each in the capital
of Corporate Services Group to be issued in accordance
with the Scheme
"New Impellam Shares" the new Impellam Shares to be issued in accordance with
the terms of the Scheme and the Merger
"Notes" 10 per cent. Guaranteed Secured Notes due 2011 issued by
Corporate Services Group which are admitted to the
Official List
"Offer Period" the period commencing on 6 February 2008 and ending on
the date on which the Scheme becomes effective or lapses
"Official List" the Official List of the UK Listing Authority
"Overseas Shareholders" Scheme Shareholders who are resident in, ordinarily
resident in, or nationals or citizens of, jurisdictions
outside of United Kingdom
"Proposals" the Scheme and the other matters to be considered at the
Meetings
"Reduction Court Order" the order of the Court confirming the Capital Reduction
"Registrar of Companies" the Registrar of Companies in England and Wales
"Registrar of International the Registrar of Companies in Belize
Business Companies in Belize"
"Regulations" the Uncertificated Securities Regulations 2001 (SI 2001
No. 3755)
"Regulatory Information Service" or " as defined in the Listing Rules
RIS"
"Relevant Authority" any government, government department or governmental,
quasigovernmental, supranational, statutory, regulatory
or investigative body or authority, any trade agency, or
any court, tribunal or any association, institution or
any other similar person or body whatsoever in any
relevant jurisdiction
"Relevant Shareholders" Corporate Services Group Shareholders, other than
Impellam and Velvet Hights and anyone acting in concert
with Impellam or Velvet Hights and a "Relevant
Shareholder" shall mean any one of them
"Resolution" the special resolution to be proposed at the General
Meeting in connection with, amongst other things, the
approval of the Scheme and the sanctioning of the
Capital Reduction
"Scheme" or "Scheme of Arrangement" the scheme of arrangement proposed to be made under
section 425 of the Companies Act 1985 and Part 26 of the
Companies Act 2006 between Corporate Services Group and
the Scheme Shareholders in its present form or with or
subject to any modification, addition or condition
approved or imposed by the Court and agreed to by
Corporate Services Group and Impellam
"Scheme Court Order" the order of the Court sanctioning the Scheme
"Scheme Documents" the documents which are to be sent to Scheme
Shareholders giving full particulars of the Scheme
"Scheme Record Time" 6.00 p.m. on the day of the Court Hearing
"Scheme Shareholders" the registered holders of Scheme Shares
"Scheme Shares" (i) the Corporate Services Group Shares in issue at the
date of the Scheme;
(ii) the Corporate Services Group Shares (if any) issued
after the date of the Scheme and before the Voting
Record Time in respect of the Court Meeting; and
(iii) the Corporate Services Group Shares (if any)
issued at or after the Voting Record Time in respect of
the Court Meeting and before the 6.00 p.m. on the day
immediately preceding the date of the Court Hearing in
respect of which the original or any subsequent holders
thereof are, or shall have agreed in writing to be,
bound by the Scheme, in each case other than any
Corporate Services Group Shares held by Impellam
"Securities Act" United States Securities Act of 1933, as amended
"Staffing Services Division" the temporary and permanent staff recruitment service
and solutions business of the Carlisle Group
"Support Services Division" the support services business carried on by the Carlisle
Group
"Takeover Code" the City Code on Takeovers and Mergers
"Takeover Panel" the United Kingdom Panel on Takeovers and Mergers
"Trust Deed" the trust deed dated 29 April 2004, constituting the
Notes
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority" the FSA acting in its capacity as the competent
authority for the purposes of Part VI of FSMA
"uncertificated" or "in uncertificated shares recorded on the register as being held in
form" uncertificated form in CREST and title to which may be
transferred by means of CREST
"United States" or "US" the United States of America, its territories and
possessions, any state of the United States of America
and the District of Columbia
"Velvet Hights" Velvet Hights Limited, a privately held company
incorporated in Belize
"Voting Record Time" 6.00 p.m. on the day which is two days before the date
of the Court Meeting or the General Meeting or, if the
Court Meeting or the General Meeting is adjourned, 6.00
p.m. on the day which is two days immediately before the
date fixed for the adjourned meeting
"wider Corporate Services Group" the Group or any of its associated undertakings
(including any joint venture, partnership, firm or
company in which any member of the Group is
substantially interested and for this purpose,
ownership or control of 20 per cent. or more of the
equity share capital of a company is regarded as the
test of "associated company" status) (and "member of the
wider Corporate Services Group" shall be
construed accordingly)
"wider Impellam Group" Impellam, the Carlisle Group or any of their associated
undertakings (including any joint venture, partnership,
firm or company in which any of them are substantially
interested and for this purpose, ownership or control of
20 per cent. or more of the
equity share capital of a company is regarded as the
test of "associated company" status) (and "member of the
wider Impellam Group" shall be construed accordingly)
"�", "pence", "penny" or "p" the lawful currency of the United Kingdom
US$ the lawful currency of the United States
All references to time in this announcement are to London time.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
All reference to legislation in this announcement is to the legislation of
England and Wales unless the contrary is indicated. Any reference to any
provision of any legislation shall include any amendment, modification,
re-enactment or extension thereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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