Prime People PLC Proposed Cancellation and Tender Offer (9615V)

TIDMPRP

RNS Number : 9615V

Prime People PLC

17 December 2021

Prime People Plc

("Prime People" or the "Group")

Proposed cancellation of the admission to trading of the Ordinary Shares on AIM,

Re-registration as a private limited company,

Tender Offer for up to a maximum of 2,282,628 Ordinary Shares representing approximately 18.78 per cent. of the issued ordinary share capital of the Company at the Tender Price of 87 pence per Ordinary Share

and

Notice of General Meeting

Prime People plc, the global group of specialist recruitment businesses operating in depth, across the Real Estate & Built Environment sectors , announces that a circular (the "Circular") will be sent to Shareholders later today detailing the following proposals:

   --       the cancellation of the admission to trading of the Ordinary Shares on AIM; 
   --       the re-registration of the Company as a private limited company; and 

-- a Tender Offer for up to a maximum of 2,282,628 Ordinary Shares representing approximately 18.78 per cent. of the Company's issued Ordinary Shares at the Tender Price of 87 pence per Ordinary Share.

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Circular.

The Circular sets out the terms of the Tender Offer and incorporates a notice of a General Meeting to be held at 11.00 a.m. on 12 January 2022 at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD. A Form of Proxy and Tender Form for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the General Meeting and Tender Offer, respectively, are also being despatched with the Circular.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

For further information please contact:

 
 Prime People                            020 7318 1785 
 Robert Macdonald, Executive Chairman 
 Peter Moore, Managing Director 
 Cenkos Securities                       020 7397 8900 
 Katy Birkin 
  Nicholas Wells 
 

1. Introduction

The Board announces the following proposals:

   --              the cancellation of the admission to trading of the Ordinary Shares on AIM; 
   --              the re-registration of the Company as a private limited company; and 

-- a Tender Offer for up to a maximum of 2,282,628 Ordinary Shares representing approximately 18.78 per cent. of the Company's issued Ordinary Shares at the Tender Price of 87 pence per Ordinary Share.

You should note that Shareholders holding in aggregate 53.06 per cent. of the issued Ordinary Shares have given Irrevocable Undertakings not to accept the Tender Offer. This means that should you wish to tender the whole or the majority of your shareholding, you can expect to have your tender accepted as to at least 40 per cent. of your current shareholding.

The General Meeting has been convened for 11.00 a.m. on 12 January 2022, at which Shareholders will be asked to consider and if thought fit, to approve the Resolutions in order to implement the Cancellation, the Re-registration and the Tender Offer. The Notice convening the General Meeting at which the Resolutions will be proposed is set out at the end of the Circular.

Pursuant to Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation.

2. Information on Prime People PLC

Prime People PLC is a global group of specialist recruitment businesses operating in depth, across the Real Estate & Built Environment sectors. Prime People PLC is headquartered in London, with offices in the United Kingdom, Germany, the United Arab Emirates, Saudi Arabia, South Africa, Singapore, Hong Kong and the United States of America.

The Group provides permanent and contract recruitment services to selected, niche industry sectors. Real Estate and the built environment continues to be the Group's largest market, served through its main subsidiary, Macdonald & Company.

The Company's Ordinary Shares were listed on the Official List in May 1995 and the Company's listing was cancelled and the Ordinary Shares admitted to AIM on 22 June 2004. The Company acquired Macdonald & Company Group Limited by way of a reverse takeover and the Ordinary Shares were re-admitted to trading on AIM on 4 January 2006.

The Company announced its interim results for the six months ended 30 September 2021 on 19 November 2021, which are available on the Company's website at www.prime-people.co.uk. The Directors confirm that there has been no material change in the financial performance of the Group since that date.

Despite Covid-19 restrictions continuing for part of the period to 30 September 2021 in all of the markets in which the Group operates, the Group reported an improvement in trading, as a combination of general market recovery and a backlog of client demand positively impacted performance.

Group Revenues were GBP10.58m (H1 2021: GBP8.66m), up 22.2% compared to the prior year. The Group's Net Fee Income ("NFI"), which is management's key focus, increased to GBP7.36m (H1 2021: GBP5m), an increase of 47.2% over the prior year; NFI for the UK business was GBP3.36m (H1 2021: GBP2.15m). Our overseas performance was comprised of Asia NFI of GBP2.83m (H1 2021: GBP2.67m) and the Rest of World NFI GBP1.17m (H1 2021: GBP0.17m). Profit before taxation amounted to GBP1.06m (H1 2021 GBP0.10m).

Although the Group's markets are not fully back to pre-pandemic levels, the Board was encouraged by the recovery the Group experienced in the six-month period to 30 September 2021. The Board believes that the Group is well positioned to respond quickly as markets strengthen, but it remains cautious, as any reimposition of Covid-19 related restrictions are likely to have a negative impact for the Group.

The Group's management team and staff have adapted positively and quickly to the new operating backdrop necessitated by Covid-19, and we are looking forward to achieving long term positive returns for all our stakeholders.

At the start of the current financial year the Group had cash of GBP3.98m. At 30 September 2021, the Group had available cash of GBP2.89m and net cash, after the CBILS Loan, of GBP1.94m (H1 2021: GBP2.15m). It is expected that the remaining GBP1.00m of the CBILS Loan will be repaid on or about 12 January 2022 and all Government taxes deferred due to Covid-19 will be fully paid by the end of January 2022.

Prior to Covid-19, the Company had been dividend paying since 2006, returning in aggregate GBP7.33 million to Shareholders. In addition, the Company has returned, in aggregate, GBP3.8 million to Shareholders by way of returns of capital in July 2014 and January 2020.

3. Background to, and reasons for, the Cancellation

The Directors have conducted a comprehensive review of the benefits and disadvantages to the Company and its Shareholders in retaining its quotation on AIM and believe that the Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Directors have considered the following key factors, amongst others:

-- As at the date of this announcement, the three largest Shareholders hold, in aggregate, approximately 55.9 per cent. of the Ordinary Shares. This has resulted in a very limited free float and liquidity in the Ordinary Shares, with the consequence that the Company's admission to trading on AIM does not, in itself, offer investors the opportunity to trade in meaningful volumes or with frequency in the market. In the last 12 months, approximately 2.17 million Ordinary Shares have traded, representing approximately 17.9 per cent. of the Ordinary Shares (source: Factset).

-- The relatively poor performance of the share price since January 2020 has resulted in a market capitalisation of approximately GBP8.6 million, which the Directors believe no longer accurately reflects the Company's value. The Directors believe that this under-valuation negatively impacts on customer and supplier engagement.

-- Maintaining the Company's admission to trading on AIM requires significant management time, legal and regulatory obligations, and comes with material financial costs (such as professional fees, London Stock Exchange fees and other costs associated with being an AIM company) which the Directors believe are disproportionate to the benefits to the Company. The Cancellation will reduce the Company's recurring administrative costs and the Directors are of the opinion that management time and the cost-savings realised through Cancellation would be better spent invested in the business and delivering on the Group's strategy.

-- Given the performance of the share price and low liquidity issues, the Directors have concluded that the only realistic source of future funding will likely be through private capital. There has been no equity capital fundraising by the Company since admission to trading on AIM, and it is the Directors' opinion that the Company's admission to trading on AIM no longer provides the fundamental benefit of giving access to the required investor base for the Company in order to raise growth capital.

-- Future challenges presented to the Group can, in the Directors' opinion, be far better navigated in a private and unlisted company environment.

4. Process for, and principal effects of, the Cancellation

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of the Cancellation. Pursuant to Rule 41 of the AIM Rules, the Cancellation is also conditional upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at a general meeting. The Notice of General Meeting contains Resolution 1 which proposes that the Company's admission to trading on AIM be cancelled.

Additionally, Cancellation will not take effect until at least five clear Business Days have passed following the passing of Resolution 1. If Resolution 1 is passed at the General Meeting, it is proposed that the last day of trading in the Ordinary Shares on AIM will be 24 January 2022 and that the Cancellation will become effective following the issue of a Dealing Notice, at 7.00 a.m. on 25 January 2022. The principal effects of the Cancellation will be that:

-- there will be no public market on any recognised investment exchange or multilateral trading facility for the Ordinary Shares and, consequently, there can be no guarantee that a Shareholder will be able to purchase or sell any Ordinary Shares. However, the Company intends that the Ordinary Shares will be admitted to trading on the Asset Match Platform in order to give Shareholders an opportunity to trade the Ordinary Shares should the Cancellation become effective. Further details of the Asset Match Platform are set out in paragraph 5 below;

-- while the Ordinary Shares will remain freely transferable, it is likely that the liquidity and marketability of the Ordinary Shares will, in the future, be more constrained than at present and the secondary market value of such Ordinary Shares may be adversely affected as a consequence;

-- in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

-- the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

-- the levels of disclosure and corporate governance within the Group may not be as stringent as those for a Company quoted on AIM; however the Company will continue to be subject to the City Code for a period of at least ten years from the date of Cancellation;

-- Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, financing transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;

-- in order to increase the cost saving by becoming a private company, following the Cancellation, the Company will no longer be obligated to produce and publish half-yearly reports and related financial statements;

   --       the Company will cease to have a nominated adviser and broker; 

-- whilst the Company's CREST facility will remain in place following the Cancellation, the Company's CREST facility may be cancelled in the future and, in that event, although the Ordinary Shares will remain transferable, they will cease to be transferable through CREST. In this instance, Shareholders who hold Ordinary Shares in CREST will receive share certificates; and

-- the Cancellation may have taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

Shareholders should be aware that if the Cancellation takes effect, they will at that time cease to hold shares in a quoted company and will become shareholders in an unquoted company which will be likely significantly to reduce the marketability and liquidity of the Ordinary Shares and the principal effects referred to above will automatically apply to the Company from the date of the Cancellation.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider accepting their full Basic Entitlement and applying under the Excess Application facility under the Tender Offer, and in addition selling their remaining interests in the market prior to the Cancellation becoming effective, if they so wish. If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation. The Board is not making any recommendation as to whether or not Shareholders should buy or sell Ordinary Shares.

5. Transactions in Ordinary Shares following the Cancellation

The Board is aware that the proposed Cancellation, should it be approved by Shareholders at the General Meeting, would make it difficult for Shareholders to buy and sell Ordinary Shares should they wish to do so.

Therefore, the Company has applied, conditional on the passing of Resolution 1 and Resolution 2, for admission of the Ordinary Shares to the Asset Match Platform to enable Shareholders to trade in the Ordinary Shares with effect from the date of Cancellation. Asset Match is a firm authorised and regulated by the Financial Conduct Authority, that operates an electronic off-market dealing service. The Asset Match Platform will allow Shareholders to trade their Ordinary Shares by matching buyers and sellers through periodic quarterly auctions. Shareholders will continue to be able to hold their Ordinary Shares in CREST in uncertificated form and should check with their existing stockbroker that they are able to trade unquoted shares.

Subject to obtaining any waiver by the Panel for the resulting increase in shareholdings by individual members of the Concert Party and to the Company complying with the relevant provisions of the Act, including obtaining the requisite authority from Shareholders, and having sufficient available cash resources, the Company itself may in future purchase its own Ordinary Shares offered for sale through the Asset Match Platform.

It is intended that the admission of Ordinary Shares to trading on the Asset Match Platform will continue for at least 18 months from the date of Cancellation.

The Asset Match Platform operates under its own Code of Practice which governs the behaviour of participants and the running of the auctions. Asset Match operates an open auction system where volumes of bids and offers at different prices are displayed on its website. At the end of each auction period, Asset Match passes the information through a non-discretionary algorithm that determines a "fair" share price based on supply and demand and allocates transactions accordingly. Bids and offers may be made and withdrawn at any time before the end of the auction. Shareholders wanting to trade Ordinary Shares through Asset Match must do so through a stockbroker. Full details can be found at www.assetmatch.com and will also be made available after Cancellation to Shareholders on the Company's website at www.prime-people.co.uk and directly by letter or e-mail (where appropriate or requested).

6. Re-registration

The Board believes that the requirements and associated costs of the Company maintaining its public company status are overly burdensome and that the Company will benefit from the more flexible requirements and lower costs associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company. In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the Re-registration and the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part IV of the Circular. A copy of the New Articles can be viewed on the Company's website at www.prime-people.co.uk.

The Re-registration requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

Subject to, and conditional upon, the Cancellation and the passing of Resolution 2, application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will not issue the certificate of incorporation on Re-registration until the Registrar of Companies is satisfied that no valid application can be made to cancel the resolution to re-register the Company as a private limited company.

If Resolution 1 and Resolution 2 are passed at the General Meeting, it is anticipated that the Re-registration will become effective by 11 February 2022.

7. Governance after Re-registration

The Board will remain as presently constituted at least until the conclusion of the 2022 Annual General Meeting. The New Articles retain certain provisions from the existing articles of association, including the retirement of directors by rotation and the requirement to hold an annual general meeting. The Board will continue to have an Audit Committee and a Remuneration Committee, the latter tasked with ensuring that senior executives are remunerated at the appropriate market rate.

The Company currently intends that it will continue to provide certain facilities and services to Shareholders that they currently have as shareholders of an AIM company. The Company will:

-- continue to communicate selected information about the Company (including annual accounts) to its Shareholders; and

   --      continue, for at least 18 months following the Cancellation, to maintain its website www.prime-people.co.uk and to post updates (where deemed necessary or appropriate) on the Company's website from time to time, although Shareholders should, however, be aware that there will be no obligation on the Company to include all of the information required under AIM Rule 26 or to update its website as required by the AIM Rules. 
   8.   The Tender Offer 

Introduction

The Tender Offer is being proposed to offer an opportunity to those Eligible Shareholders who may be unwilling to continue to hold an investment in the Company after Cancellation becomes effective to dispose of some and potentially all of their holding of Ordinary Shares at a 25.18% premium to the mid-market price of an Ordinary Share of 69.5 pence as at 16 December 2021. The Tender Offer is conditional on the passing of Resolution 3 (Tender Offer) at the General Meeting; however, it is not conditional on the passing of Resolution 1 (Cancellation) and Resolution 2 (Re-registration).

Eligible Shareholders who successfully tender their Ordinary Shares will receive 87 pence per Ordinary Share. Further details of the Tender Offer are set out in the terms and conditions in Part II of the Circular.

The maximum number of Ordinary Shares to be acquired under the Tender Offer is 2,282,628 Ordinary Shares, representing approximately 18.78 per cent. of the Ordinary Shares in issue as at 16 December 2021 (the "Available Shares").

Under the terms of the Tender Offer, which is being made by Cenkos, Shareholders (other than certain Overseas Persons) will be entitled to tender up to 18.78 per cent. of the Ordinary Shares they hold as at the Record Date rounded down to the nearest whole number in relation to their Basic Entitlement.

An Eligible Shareholder tendering up to their Basic Entitlement will have their tender satisfied in full. Any Eligible Shareholder tendering more than their Basic Entitlement ("Excess Applications") will have their Excess Application satisfied to the extent that there are sufficient remaining Available Shares. As Shareholders holding in aggregate 53.06 per cent. of the issued Ordinary Shares have given Irrevocable Undertakings not to accept the Tender Offer (as referred to in paragraph 14 below) there will in any event be, in aggregate, Available Shares to satisfy Excess Applications representing approximately a further 21.22 per cent. in addition to each Eligible Shareholder's Basic Entitlement. Therefore, given the level of Irrevocable Undertakings given by certain Shareholders not to tender any of their Ordinary Shares, if all other Eligible Shareholders apply to tender their Ordinary Shares in full, it is estimated that each such Eligible Shareholder can expect to have 40 per cent. of such tender satisfied.

If there are insufficient Available Shares to satisfy Excess Applications in full, such remaining Available Shares (in excess of those necessary to satisfy the Basic Entitlements taken up by Eligible Shareholders) shall be apportioned pro rata so far as practicable to Excess Applications from all Eligible Shareholders.

Benefits of the Tender Offer

The Board believes that the Tender Offer on the terms set out below and in Part II of the Circular is in the interests of Shareholders as a whole because:

-- a tender offer for up to 18.78 per cent. of the Ordinary Shares in issue provides an opportunity for a partial exit for those Shareholders who wish to receive cash; and

-- the Tender Price for Ordinary Shares represents a 25.18% premium to the closing mid-market price of 69.5 pence on 16 December 2021 (being the Latest Practicable Date prior to the publication of this announcement).

Shareholders are not obliged to tender any Ordinary Shares and, if they do not wish to participate in the Tender Offer, Shareholders should not complete or return their Tender Form.

The key points of the Tender Offer are as follows:

-- the Tender Offer is conditional on the passing of Resolution 3 (Tender Offer) at the General Meeting; however, it is not conditional on the passing of Resolution 1 (Cancellation) and Resolution 2 (Re-registration);

-- subject to certain conditions set out below, the Tender Offer will be implemented by Cenkos, acting as principal. Cenkos will purchase the Ordinary Shares tendered as principal and, following the completion of all such purchases, will sell the relevant Ordinary Shares on to the Company pursuant to the Repurchase Agreement at the Tender Price by way of a market transaction;

-- to give effect to these arrangements, Cenkos has entered into a Repurchase Agreement with

the Company. The Company intends to cancel any Ordinary Shares repurchased in connection with the Tender Offer;

-- Eligible Shareholders will be entitled to tender up to 18.78 per cent. of the Ordinary Shares they hold as at the Record Date under their Basic Entitlement;

-- Eligible Shareholders will be able to tender additional Ordinary Shares under Excess Applications, but such excess tenders will only be satisfied to the extent that other Shareholders tender less than their aggregate Basic Entitlements or do not participate in the Tender Offer at all, and will be satisfied on a pro rata basis so far as practicable and rounded down to the nearest whole number of Ordinary Shares. As Shareholders holding in aggregate 53.06 per cent. of the issued Ordinary Shares have given Irre vocable Undertakings not to accept the Tender Offer (as referred to in paragraph 14 below, there will in any event be, in aggregate, Available Shares to satisfy Excess Applications representing approximately a further 21.22 per cent. in addition to each Eligible Shareholder's Basic Entitlement.

-- the Tender Price is 87 pence per Ordinary Share and will be paid to Shareholders in Sterling. It is expected that Eligible Shareholders who successfully tender their Ordinary Shares will receive payment, effected by the despatch of cheques or the crediting of CREST accounts, as appropriate, for such Ordinary Shares by 21 January 2022;

-- the Tender Offer will close at 11.00 a.m. on 14 January 2022 and tenders received after that time will not be accepted unless otherwise approved by Cenkos (with the consent of the Company); and

-- the repurchase of Ordinary Shares by the Company under the Tender Offer will be funded from the Company's cash resources.

Conditions

Implementation of the Tender Offer is conditional, inter alia, upon the passing of Resolution 3 at the General Meeting and upon Cenkos being satisfied that the Company has sufficient funds available to meet its obligations under the Repurchase Agreement. In addition, the Tender Offer may be postponed or terminated in certain other circumstances as set out in paragraph 2.3 of Part II of the Circular. Further details of the terms and conditions of the Tender Offer are set out in paragraph 2.1 of Part II of the Circular.

The Tender Offer is not conditional on the approval of the Cancellation and the Re-registration at the General Meeting.

Risk factors

In considering the Tender Offer, Shareholders should have regard to the following risk factors:-

-- In order to pay the consideration to which Shareholders are entitled pursuant to valid tenders of Ordinary Shares validated by the Receiving Agent and accepted by Cenkos (and which the Company will then be obliged to repurchase from Cenkos), the Company will use a significant amount of its available cash being up to GBP1.96 million.

-- As a result of the Tender Offer, the number of Ordinary Shares in issue will be reduced and the Company will reduce in size. As a result, the fixed costs of the Company will be spread over fewer Ordinary Shares.

-- Shareholders tendering Ordinary Shares for sale under the Tender Offer will receive the Tender Price, which may be less than the price at which they bought their Ordinary Shares.

-- Tender Forms and TTE Instructions, once submitted, are irrevocable. The price of the Ordinary Shares may rise or fall following submission of a Tender Form or TTE Instruction. After settlement of a TTE Instruction, the Shareholder will not be able to access the Ordinary Shares concerned in CREST for any transaction or for charging purposes.

The risk factors above are those considered by the Board to be material to the Tender Offer at the date of this announcement; additional risks and uncertainties that are not currently known or are not currently considered material may emerge or become material.

Overseas Persons

The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the relevant laws of the relevant overseas jurisdictions.

Shareholders with registered or mailing addresses outside the United Kingdom or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read carefully paragraph 9 of Part II of the Circular.

It is the responsibility of all Overseas Persons to satisfy themselves as to the observance of any legal requirements in their jurisdiction including, without limitation, any relevant requirements in relation to the ability of such persons to complete and return a Form of Proxy or Tender Form or to make a TTE Instruction.

The Tender Offer is not being made directly or indirectly in, into, or from any Restricted Jurisdiction, except where permitted by applicable law. Accordingly, the Tender Form is not being sent to Shareholders in any Restricted Jurisdiction and may not be distributed or sent in, into or from (whether by use of mails or by any means or instrumentality of interstate or foreign commerce) such jurisdictions and doing so may render invalid any purported tender. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward the Tender Form should read paragraph 9 of Part II of the Circular before taking any action.

Any Shareholder who is unable to give the warranties set out in paragraphs 6.1.9, 6.1.10 and 6.1.11 in Part II of the Circular will be deemed not to have tendered their Ordinary Shares pursuant to the Tender Offer and their Tender Form(s) may be rejected.

Other

The attention of Shareholders is drawn to Part II of the Circular which, together with the accompanying Tender Form, constitute the Terms and Conditions of the Tender Offer.

Details of how to tender Ordinary Shares can be found in paragraph 4 of Part II of the Circular.

   9.   The City Code and the Concert Party 

The City Code applies to the Company. Certain provisions of the City Code relevant to the Tender Offer are summarised in paragraph 1 of Part V of the Circular. Certain Shareholders are deemed by the Panel to comprise a Concert Party as set out below.

As at 16 December 2021, being the latest practicable date prior to this announcement, the interests and rights to subscribe of the members of the Concert Party in Ordinary Shares were as set out below and members of the Concert Party had no short positions in Ordinary Shares. The maximum potential holdings of the members of the Concert Party following completion of the Tender Offer are also set out below (assuming that the total issued share capital of the Company on completion of the Tender Offer is 9,874,645 Ordinary Shares, that no options or other rights to subscribe for Ordinary Shares are exercised, that the maximum number of Ordinary Shares under the Tender Offer are repurchased (being 2,282,628 Ordinary Shares) and that no Ordinary Shares are tendered by members of the Concert Party (other than Sir John Lewis, Gordon and Patricia Squires and Jeanne Moore). Save as disclosed below, there is no other person acting in concert with the Concert Party with interests, rights to subscribe or short positions in the Ordinary Shares.

 
 Concert Party Member    No. of Ordinary       Percentage      Option     Maximum       Maximum 
                               Shares at               of        over      number    Percentage 
                                     the    voting rights    Ordinary          of            of 
                                  Latest    at the Latest      Shares      issued        voting 
                             Practicable      Practicable                Ordinary     rights(1) 
                                    Date             Date                  Shares 
 Robert Macdonald              2,794,000           22.98%           -   2,794,000        28.29% 
                        ----------------  ---------------  ----------  ----------  ------------ 
 Peter Moore                   2,907,721           23.92%           -   2,907,721        29.45% 
                        ----------------  ---------------  ----------  ----------  ------------ 
 Sir John Lewis             1,094,750(2)            9.00%           -     656,850         6.65% 
                        ----------------  ---------------  ----------  ----------  ------------ 
 William Glover                  478,672            3.94%           -     478,672         4.85% 
                        ----------------  ---------------  ----------  ----------  ------------ 
 Gordon and Patricia 
  Squires                        208,000            1.71%           -     124,800         1.26% 
                        ----------------  ---------------  ----------  ----------  ------------ 
 Jeanne Moore                    196,000            1.61%           -     117,600         1.19% 
                        ----------------  ---------------  ----------  ----------  ------------ 
 William Buck                    147,500            1.21%     260,000     147,500         1.49% 
                        ----------------  ---------------  ----------  ----------  ------------ 
 Simon Crabb                     122,810            1.01%     335,000     122,810         1.24% 
                        ----------------  ---------------  ----------  ----------  ------------ 
 Total                         7,949,453           65.39%     595,000   7,349,593        74.43% 
                        ----------------  ---------------  ----------  ----------  ------------ 
 
   1.     Assuming the maximum number of Tender Shares are tendered under the Tender Offer. 

2. 1,094,750 Ordinary Shares are held by the Blakeney Holdings Directors Pension Scheme, a pension scheme in which Sir John Lewis holds a beneficial interest.

The Concert Party legally and beneficially own in excess of 50 per cent. of the issued Ordinary Shares and voting rights in the Company. As a result the Concert Party are able to pass or defeat any ordinary resolution of the Company requiring a simple majority of those attending and voting in person or by proxy at the meeting including, amongst other things, the election of directors and authorising the directors to issue equity securities.

10. Future Strategy and Dividend Policy

The Board believes that management focus on key business drivers, and optimising interaction between regions, positions the Company well to generate worthwhile, long term returns. While all of its markets have been impacted by the economic effects of Covid-19 and, as an international group, the Company may continue to be affected by ongoing restrictions on travel, the Board is confident that the Company is making reasonable progress. Although trading is encouraging, several of the geographic segments face geopolitical uncertainty and the Board continues to closely monitor the systemic risks posed over the longer term in all regions of its operation. Management is confident the Company is well positioned to respond swiftly to changes impacting our activity.

Subject to market conditions and available cash, the Board intends to return to its pre Covid-19 progressive dividend policy during 2022.

11. Taxation

A general guide to the tax position of Shareholders under current UK law and HMRC practice in respect of the Tender Offer is set out in Part III of the Circular. Shareholders should note that the information on taxation set out in Part III of the Circular is a general guide only and all Shareholders are strongly advised to consult their independent professional advisers as to their tax position.

The Cancellation may also have certain tax consequences for Shareholders and those Shareholders who are in any doubt about their tax position should consult their professional advisers as to their tax position before taking any action relating to the Cancellation.

12. General Meeting

The Notice convening the General Meeting is set out at the end of the Circular. The General Meeting has been convened for 11.00 a.m. on 12 January 2022 at the offices of Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD.

The Resolutions to be proposed at the General Meeting are:

   --              to approve the Cancellation; 
   --              to approve the Re-registration; and 
   --              to approve the Tender Offer. 

The approval of 75 per cent. of those Shareholders voting in person or by proxy in favour is required in order to pass each of the Resolutions.

13. Action to be taken

Form of Proxy / CREST Proxy Instruction

Shareholders will find enclosed with the Circular a Form of Proxy to be used in connection with the General Meeting. Whether or not you intend to attend the General Meeting, please complete and sign the Form of Proxy in accordance with the instructions printed thereon and return it by post to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD so as to be received not later than 11.00 a.m. on 10 January 2022 or, if the meeting is adjourned, no later than 48 hours before the time for holding the adjourned meeting. Neither the completion of the Form of Proxy nor its return will preclude Shareholders from attending and voting in person at the General Meeting, should they wish to do so. However, in the light of the current Covid-19 situation and related health guidance, the Board would discourage personal attendance at the General Meeting,

If you hold Ordinary Shares in CREST you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Neville Registrars Limited (CREST Participant ID: 7RA11) so it is received no later than at 11.00 a.m. on 10 January 2022 or, if the meeting is adjourned, no later than 48 hours before the time for holding the adjourned meeting. The completion and return of a CREST Proxy Instruction will not preclude Shareholders who hold their Ordinary Shares in CREST from attending and voting in person at the General Meeting, or any adjournment thereof, should you wish to do so. However, in the light of the current Covid-19 situation and related health guidance, the Board would discourage personal attendance at the General Meeting,

If you have any questions relating to the Circular or the completion and return of the Form of Proxy or CREST Proxy Instruction, please call Neville Registrars Limited on telephone number 0121 585 1131 or, if telephoning from outside the United Kingdom, on [phone]. Please note that no advice on the contents of this document or on the matters to be voted upon at the General Meeting or any financial, legal or tax advice can be given by Neville Registrars Limited and accordingly for such advice you should consult your stockbroker, solicitor, accountant, bank manager or other independent professional adviser.

Tender Form

Shareholders who wish to participate in the Tender Offer, and who hold their Ordinary Shares in certificated form, should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form and Ordinary Share certificate(s) and/or other documents of title to be received by post or by hand (during normal business hours only) to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD, as soon as possible and, in any event, so as to be received by no later than 11.00 a.m. on 14 January 2022. A pre-paid envelope for use in the United Kingdom only is enclosed for your convenience.

Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) should arrange for the relevant Ordinary Shares to be transferred to escrow by sending a TTE Instruction in accordance with the provisions of paragraph 4.2.2 of Part II of the Circular.

If you are in any doubt about the contents of the Circular, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) immediately.

Copies of documents

The Circular and the proposed New Articles are available in electronic form on the Company's website at www.prime-people.co.uk . Copies will also be made available for inspection at the Company's registered office at 2 Harewood Place, London, United Kingdom, W1S 1BX during normal business hours on any Business Day from the date of this announcement until the date of the General Meeting and will also be available for inspection at the General Meeting.

14. Irrevocable Undertakings

The Company has obtained irrevocable undertakings to vote (and to procure that the relevant registered holder(s) vote) in favour of the Resolutions from its two largest Shareholders being Peter Moore and Robert Macdonald (whose beneficial holdings amount in aggregate to 46.9 per cent. of the Ordinary Shares).

Peter Moore and Robert Macdonald have also given irrevocable undertakings not to tender any of their Ordinary Shares in the Tender Offer.

In addition, Simon Crabb (Managing Director UK), William Buck (Managing Director Singapore) and William Glover (Managing Director Asia-Pacific), whose beneficial holdings amount in aggregate to 6.16 per cent. of the issued Ordinary Shares have given irrevocable undertakings to vote in favour of the Resolutions and not to tender any of their Ordinary Shares in the Tender Offer.

These Irrevocable Undertakings will cease to be binding on 28 February 2022.

15. Recommendation

The Directors consider that the Cancellation, the Re-registration and the Tender Offer are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

The Directors intend to vote in favour, or as far as they are able, procure the vote in favour, of the Resolutions at the General Meeting in respect of their own beneficial holdings of Ordinary Shares which, in aggregate, amount to 6,820,471 Ordinary Shares, representing approximately 56.10 per cent. of the Ordinary Shares at the date of this letter.

The Directors can make no recommendation to Shareholders in relation to participation in the Tender Offer. Whether or not Shareholders decide to tender their Ordinary Shares will depend on, among other things, their own individual circumstances including their tax position.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Publication of the Circular and announcement of the proposed Cancellation pursuant to   17 December 2021 
 AIM 
 Rule 41 
 Tender Offer opens                                                                      17 December 2021 
 Latest time and date for receipt of CREST Proxy Instruction for the General Meeting     11.00 a.m. on 10 January 2022 
 Latest time and date for receipt of Forms of Proxy for the General Meeting              11.00 a.m. on 10 January 2022 
 General Meeting                                                                         11.00 a.m. on 12 January 2022 
 Announcement of result of General Meeting                                               12 January 2022 
 Latest time and date for receipt of Tender Forms or TTE Instructions from               11.00 a.m. on 14 January 2022 
 Shareholders in 
 respect of the Tender Offer 
 Record Date for participation in the Tender Offer                                       6.00 p.m. on 14 January 2022 
 Results of Tender Offer announced                                                       17 January 2022 
 CREST accounts credited with proceeds in respect of successfully tendered               21 January 2022 
 uncertificated Ordinary 
 Shares 
 Cheques despatched in respect of successfully tendered certificated Ordinary Shares     By 21 January 2022 
 and balance 
 certificates despatched 
 Last day of dealings of Ordinary Shares on AIM                                          24 January 2022 
 Expected date and time of Cancellation following issue of Dealing Notice                7.00 a.m. on 25 January 2022 
 Expected date of re-registration as a private company                                   By 11 February 2022 
 

Notes:

   1.   References to time in this Circular are to London time. 

2. If any of the above times and/or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on the Regulatory Information Service of the London Stock Exchange.

3. All events relating to the Tender Offer in the above timetable following the General Meeting are conditional upon approval by Shareholders of Resolution 3 to be proposed at the General Meeting.

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(END) Dow Jones Newswires

December 17, 2021 02:00 ET (07:00 GMT)