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99577 County Intro.Qxp THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult a person authorised under FSMA who specialises in advising on the acquisition of shares and other securities. This document, which constitutes an AIM admission document, has been drawn up in accordance with the AIM Rules for Companies. Application will be made to London Stock Exchange plc for the whole of the issued share capital of Impellam to 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. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. A prospective investor should be aware of the risks in investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The AIM Rules for Companies are less demanding than those of the Official List. AIM securities are not admitted to the Official List and it is emphasised that no application is being made for admission of Impellam Shares to the Official List or any other recognised investment exchange and no application has been or is being made for Impellam Shares to be admitted to trading on any such exchange. Further, neither London Stock Exchange plc nor the Financial Services Authority has examined or approved the contents of this document. The whole of the text of this document should be read. Your attention is drawn to the Risk Factors set out in Part II of this document. IMPELLAM GROUP PLC (Incorporated in England and Wales under the Companies Act 1985, with registered number 6511961) PROPOSED MERGER WITH CARLISLE GROUP LIMITED AND PROPOSED ACQUISITION OF THE CORPORATE SERVICES GROUP PLC Admission to AIM Nominated Adviser and Broker CENKOS SECURITIES PLC Share Capital on Admission of Enlarged Impellam Group Authorised Issued and fully paid Amount Number Amount Number £30,000,000 3,000,000,000 ordinary shares of 1 penny each £443,924.79 44,392,479 The Impellam Shares (as defined on page 6 of this document) have not and will not be registered under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the United States or under the securities laws of any of Canada, Australia or Japan and may not be offered or sold in the United States or to any citizens, nationals or residents of the United States (including US based custodians, nominees or trustees for persons who are, or are not, citizens, nationals or residents of the United States), unless and until the shares are registered under that Act or unless an exemption from the registration requirements of that Act is available or within, directly or indirectly Canada, Australia or Japan or to the account of any national, citizen or resident of Canada, Australia or Japan. Impellam currently has no plans to register the Impellam Shares under the United States Securities Exchange Act of 1934 (as amended) and Impellam is not seeking to list its securities on any United States exchange or quotation system and does not expect there to be a market for its shares in the United States. Cenkos Securities plc, which is regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser to Impellam in relation to Admission and is not acting for any other persons and will not be responsible to such persons for providing protections afforded to customers of Cenkos Securities plc or advising them on the contents of this document or any matter referred to in it. This document contains forward-looking statements. These relate to Impellam’s, Corporate Services Group’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 Impellam, Corporate Services Group and Carlisle. Forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “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 document, including (without limitation) those regarding Impellam’s, Corporate Services Group’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 Impellam, Corporate Services Group, Carlisle and/or the Enlarged Impellam Group to differ materially from those expressed or implied by those statements. The forward looking statements in this document are based on current expectations and assumptions relating to Impellam’s, Corporate Services Group’s, Carlisle’s and/or the Enlarged Impellam Group’s present and future business strategies and the environment in which Impellam, Corporate Services Group, Carlisle and/or the Enlarged Impellam Group will operate in the future. These forward looking statements speak only as at the date of this document, Impellam, Corporate Services Group, 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 Impellam’s, Corporate Services Group’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. Copies of this document will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays or public holidays) at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AO and at the offices of Mayer Brown International LLP, 11 Pilgrim Street, London EC4V 6RW from the date of this document until the date which is one month from the date of Admission. CONTENTS Page Expected Timetable of Principal Events 3 Admission Statistics 4 Definitions 5 Directors, Proposed Directors and Advisers of the Company 9 Summary of Key Information 10 Part I Information Relating to the Company and the Enlarged Impellam Group 13 Part II Risk Factors 27 Part III Financial Information on Carlisle Group 32 Part IV Financial Information on CSG Group 67 Part V Unaudited Pro Forma Financial Information 267 Part VI Additional Information 269 2 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication of this document 14 March 2008 Completion of Merger 6 May 2008 Completion of Acquisition 7 May 2008 Admission to become effective and dealings in Impellam Shares to commence 8.00 a.m. on 7 May 2008 Crediting of Impellam Shares to CREST accounts 8.00 a.m. on 7 May 2008 Despatch of definitive share certificates in respect of Impellam Shares Within 14 days after Admission The dates given are based on Impellam’s current expectations and may be subject to change. All references to time in this document are to London time, unless otherwise stated. 3 ADMISSION STATISTICS* Number of Existing Impellam Shares* 100 Number of New Impellam Shares to be issued pursuant to the Merger* 23,010,700 Number of New Impellam Shares to be issued pursuant to the Acquisition* 21,381,679 Enlarged Impellam Share Capital* 44,392,479 *Assuming that the maximum number of Impellam Shares are issued pursuant to the Merger and the Acquisition and that no further Impellam Shares, Corporate Services Group Shares or Carlisle Shares are issued prior to Completion. 4 DEFINITIONS In this document, unless the context requires otherwise, defined terms shall have the meaning given to them below: 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 the Scheme; Acts the Companies Act 1985 as amended (to the extent still in force) and/or the Companies Act 2006 (to the extent in force); 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; AIM AIM, the market of that name operated by the London Stock Exchange; AIM Rules for Companies the rules and guidance for companies whose shares are admitted to trading on AIM entitled “AIM Rules for Companies” as published by London Stock Exchange, as amended from time to time; AIM Rules for Nominated Advisers the rules and guidance for nominated advisers as published by London Stock Exchange, as amended from time to time; Approved Scheme The Corporate Services Group plc No. 1 Executive Share Option Scheme 2000; Barclays Barclays Bank plc; Carlisle Carlisle Group Limited, a company incorporated in Belize under the IBCA, with registered number 44136; Carlisle Directors the directors of Carlisle as at the date of this document
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