Frequently Asked Questions 

HeadFirst Global PLC

(the "Company")

£115,021,764 17.0 per cent. Fixed Rate Extendable Notes due 21 March 2027

(the "Non-Convertible Loan Notes")

£29,980,498 12.0 per cent. Fixed Rate Tranche A Convertible Notes due 4 April 2025

(the "Tranche A Convertible Loan Notes")

£29,980,498 Variable Fixed Rate Extendable Tranche B Convertible Notes Due 4 April 2025

(the "Tranche B Convertible Loan Notes", together with the Non-Convertible Loan Notes and the Tranche A Convertible Loan Notes, the "Loan Notes")

The information set out herein (the "FAQ") provides holders of the Loan Notes ("Noteholders") with answers to some frequently asked questions.

The FAQ has been prepared on the basis of the position as of 26 April 2024. The Company is under no obligation to update the FAQ and the information contained herein is being provided to Noteholders solely on a good faith basis. The Company accepts no liability for any inaccuracy in the FAQ.

The FAQ does not constitute legal, investment or financial advice. Any Noteholders who are in any doubt about the terms of the Loan Notes are advised to seek their own independent qualified advice with respect to the Loan Notes. In particular, Noteholders should always seek their own advice from an appropriate independent and authorised professional if they are in any doubt as to their tax position with respect to the Loan Notes.

Any capitalised terms used in the FAQ but not otherwise defined shall have the meaning given to any such term in the instruments that constitute the Loan Notes.

I have received a notice of redemption. Which tranche of Loan Notes is being redeemed?

A notice of redemption dated 22 April 2024 was circulated to all holders of the Tranche B Convertible Loan Notes. All outstanding Tranche B Convertible Loan Notes will be redeemed on 2 May 2024.

How much can I expect to receive in connection with the redemption of the Tranche B Convertible Loan Notes?

Noteholders will receive a cash price of £1.0834 in respect of each £1.00 in principal amount of Tranche B Convertible Loan Notes held.

Do the Loan Notes have an ISIN?

No, the Loan Notes do not have an ISIN as they are not held in a clearing system.

Are the instruments securities (i.e. notes) or loans?

Each tranche of Loan Notes constitutes a security (i.e. a note).

When can I find a copy of the Register?

Noteholders have the right (during office hours and on reasonable notice) to inspect, and take copies of, the Register. A copy of the Register is available at the registered office of the Company, which is located at First Floor, Mulberry House, Parkland Square, 750 Capability Green, Luton, LU1 3LU.

I have not received my Certificates. Which address were these sent to?

Certificates were despatched on Tuesday 2 April 2024. The Certificates were sent to the relevant addresses found on the Impellam Group plc shareholder register at the scheme Record Time.

The Certificate is addressed to a nominee/custodian holder, who holds Loan Notes for various beneficial owners. Can the Company confirm each beneficial owner's holding of a tranche of Loan Notes?

The legal owners of each Loan Note are specified in the relevant Register. Depending on how the Loan Notes are held, a legal owner may be a custodian or a nominee (rather than a beneficial owner). Any beneficial ownership details (i.e. sub-holdings) are not reflected in the Register or in the relevant Certificates.

The Certificates do not constitute the security and are not a document of title. Each Certificate is merely evidence that a legal Noteholder’s name has been added to the Register.

A custodian/nominee's beneficial ownership records are an internal book-keeping/operational matter and this is not information that is visible to the Company.

If a custodian/nominee would like to calculate a beneficial owner's holding of Loan Notes, it can do this by multiplying the number of shares held by such beneficial owner (at the scheme record time) by the following ratio:

  • Number of £1.00 in principal amount of Non-Convertible Loan Notes per share = 2.582
  • Number of £1.00 in principal amount of Tranche A Convertible Loan Notes per share = 0.673
  • Number of £1.00 in principal amount of Tranche B Convertible Loan Notes per share = 0.673

Will the Loan Notes be listed? If so, where?

The Loan Notes are listed on The International Stock Exchange (the "TISE") in Guernsey.

Are the Loan Notes freely transferrable?

Provided the relevant sanctions restrictions are complied with (as described in the relevant Loan Note instruments), the Loan Notes are freely transferable other than a short period before any conversion or payment date.

Will the Tranche A Loan Notes automatically convert into 10% of shares of the Company?

Assuming no prior redemption in accordance with their terms, the Tranche A Convertible Loan Notes will convert into the number of ordinary A and preference A shares that is equal to 10% of the pro forma fully diluted share capital of the Company (as set out in the Schedule to the Tranche A Convertible Loan Note instrument). This agreed table reflects the expected fully diluted share capital of the Company as at the scheme Effective Date.

Will any capital or interest be paid in cash by default with respect to the Tranche A Convertible Loan Notes?

There are two early redemption periods which apply to the Tranche A Convertible Loan Notes during which periods the Company can elect to redeem the Tranche A Convertible Loan Notes at a specified fixed price (as further described in the instrument relating to the Tranche A Convertible Loan Notes) prior to the maturity date. In the absence of a redemption, conversion will take place on the maturity date and no cash payment would be made.

Can an individual Noteholder decide to redeem its Notes?

Redemption is only in accordance with the terms of the Loan Notes and not at the option of an individual Noteholder.

Do the Loan Notes have a lock-up period?

There is no lock-up period under the terms of the scheme of arrangement or the Loan Notes themselves.

Are the Loan Notes held in CREST or will physical certificates be received?

All Loan Notes will be issued in certificated form and are not held in CREST or any other clearing system.

Will the Loan Notes be tradeable on a trading platform or market?

Any transfers or trades may only be done on a private basis using the transfer mechanics set out in the instruments relating to the Loan Notes rather than through a dedicated trading platform (on the TISE or otherwise).