Recommended Offer for Impellam Group plc

Recommended offer (the "Offer") for Impellam Group plc ("Tapir")

by Heather Global plc ("HeadFirst")

ACCESS TO THIS AREA OF THE WEBSITE (THE "MICROSITE") MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH HeadFirst REGARDS AS UNDULY ONEROUS.

This Microsite contains announcements, documents and other information ("Information") published by HeadFirst and/or Impellam in connection with the Offer. The Information is being made available in good faith and for information purposes only and is subject to the terms and conditions set out below.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of, or any invitation or solicitation of, any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Offer is expected to be made by means of a scheme document or offer document which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely on the basis of the information provided in any such document.

Please read this notice carefully-it applies to all persons who view the Microsite to access Information and, depending on who you are and where you live, it may affect your rights. This notice and the Information contained in this Microsite may be altered or updated from time to time, and should be read carefully each time you visit this Microsite. The Information speaks only at the date of the relevant information reproduced on this Microsite. HeadFirst does not have, and does not accept, any responsibility or duty to update any such Information and reserves the right to add to, remove or amend any Information reproduced on this Microsite at any time and at its absolute discretion.

Access to the Microsite

You are attempting to enter the Microsite that is designated for the publication of documents and information in connection with the Offer.

If you would like to view this Microsite, please read this notice carefully. This notice applies to all persons who view this Microsite and, depending on where you are located, may affect your rights or responsibilities. HeadFirst reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of HeadFirst.

This Microsite contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available in good faith and for information purposes only and are subject to the terms and conditions set out below. The materials do not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer. Any person seeking to access this Microsite represents and warrants to HeadFirst that they are doing so for information purposes only.

To allow you to view information about the Offer, you must read this notice and then click 'I ACCEPT'. If you are unable to agree, you should click 'I DECLINE' and you will not be able to view information about the Offer.

Overseas jurisdictions

Viewing the materials you are seeking to access may be unlawful if you are resident or located in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or located outside of the UK who wish to view this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

These materials are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

You should not download, mail, forward, distribute, send or share the information or documents contained on this MICROSITE to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any jurisdiction where it would be unlawful to do so.

This Microsite contains information that has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (the "Code") and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this Microsite.

Additional U.S. information

The Offer relates to the securities of a company incorporated in England and Wales and is subject to procedural and disclosure requirements that are different from those of the United States (U.S.). Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.. It may be difficult for U.S. holders of shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since Impellam is located in a country other than the U.S., and some or all of its officers and directors may be residents of countries other than the U.S.. U.S. holders of shares may not be able to sue Impellam or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Impellam and its affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

Neither the U.S. Securities Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, or passed comment upon the accuracy or otherwise of any of the information contained on this Microsite.

Responsibility

In relation to any Offer-related materials accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by HeadFirst speak only at the specified date of the relevant document and HeadFirst has, and accepts, no responsibility or duty to update or revise such documents (other than to the extent such duty arises as a matter of law or regulation).

In relation to any announcements or other Offer-related materials issued or published by Impellam, or which relate to Impellam or any of its subsidiaries, that are accessible on this Microsite, the only responsibility accepted by HeadFirst and its directors is for the correctness and fairness of its reproduction.

Neither the directors of HeadFirst, nor any affiliated companies of HeadFirst, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Forward-looking statements

The information included in this Microsite may contain statements about HeadFirst and Impellam that are, or may be deemed to be, "forward-looking statements", including for the purposes of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of HeadFirst about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this Microsite include statements relating to the expected effects of the possible offer on HeadFirst and Impellam, the expected timing and scope of the possible offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although HeadFirst believes that the expectations reflected in such forward-looking statements are reasonable, HeadFirst can give no assurance that such expectations will prove to be correct.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, including the possibility that the possible offer will not be pursued, or will be pursued on different terms and conditions. Additional factors that may cause actual results to vary from HeadFirst's forward-looking statements include, but are not limited to, foreign exchange rate fluctuations and the other unknown or unpredictable factors, which could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

None of HeadFirst, Impellam and any of their respective members, associates, directors, officers, employees advisers or any person acting on their behalf provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements appearing in this Microsite will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), HeadFirst is under no obligation, and HeadFirst expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast or an earnings projection or guidance. Forward-looking statements contained in this Microsite are made pursuant to the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995 and do not guarantee future performance, which may be materially different from that expressed in, or implied by, any such statements.

Other

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorized independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

By clicking on I ACCEPT below, you:

  • confirm that you have read and understood the notice set out above and agree to be bound by its terms
  • represent and warrant that you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal
  • agree that you will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time, and
  • represent and warrant to HeadFirst that you intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.