HYDG.L Regulatory News (HYDG)

10 Apr 2008 18:14

Takeover Panel10 April 2008 2008/16 OFFERS BY (1) OPD GROUP PLC ("OPD"), (2) HYDROGEN GROUP PLC ("HYDROGEN") AND (3) SAWBUCK UK LIMITED ("PREMIER") FOR IMPRINT PLC ("IMPRINT") On 7 November 2007, OPD announced a recommended offer for Imprint of 5 new OPDshares for every 14 Imprint shares together with a cash payment of 10 pence perImprint share. On 20 December, Hydrogen announced a recommended offer forImprint of 0.461 new Hydrogen shares for each Imprint share to be implemented byway of a scheme of arrangement. On 13 February 2008, in the final round of an auction procedure introduced bythe Panel Executive to resolve the competitive situation which then existedbetween OPD and Hydrogen (i) OPD announced a revised offer of 5 new OPD sharesfor every 14 Imprint shares and 36.75 pence in cash together with a full cashalternative of 93 pence for every Imprint share, and (ii) Hydrogen announced abasic offer of 0.461 new Hydrogen shares for each Imprint share and a revisedpartial cash alternative of 110 pence for each Imprint share (subject to anaggregate maximum amount of cash payable under the partial cash alternative of£37.3 million), with Imprint shareholders also being entitled to receive asecond interim dividend of 1 pence per Imprint share in addition to theconsideration due under Hydrogen's basic offer or its partial cash alternative(as revised). On 4 March, Premier announced a cash offer of 115 pence per Imprint share. On28 March, Premier and Imprint announced that Premier intended to implement itsoffer by way of a scheme of arrangement and that meetings of Imprintshareholders to approve the Premier scheme had been convened for 2 May. On the basis that none of the offerors has declared its offer final, such thatany of the three offers may be increased or otherwise revised, a competitivesituation continues to exist for the purposes of Rule 32.5 of the Takeover Code("the Code"). In order to provide an orderly framework for the resolution of this competitivesituation, and in accordance with Rule 32.5 of the Code, the Panel Executivehas, after discussions with the parties, established an auction procedure whichwill take place if a competitive situation continues to exist as at 4.30 p.m.(London time) on 11 April. If such is the case, none of the offerors maythereafter announce a revised offer for Imprint other than in accordance withthe auction procedure summarised below. There will be a maximum of three rounds in the auction procedure. The firstround will take place on 14 April and, if required, the second and third roundswill take place on 15 and 16 April respectively. In each round, if an offerorwishes to announce a revised offer, it must do so by means of an announcementmade via a Regulatory Information Service and released after the close oftrading hours on the London Stock Exchange on the relevant day. In the first round, any offeror may announce a revised offer. If one or more revised offers is announced in the first round, a second roundshall take place. If only one offeror announced a revised offer in the firstround, that offeror shall not be permitted to announce a revised offer in thesecond round. If more than one offeror announces a revised offer in the firstround, any offeror shall be permitted to announce a revised offer in the secondround. If one or more revised offers is announced in the second round, a third roundwill take place. In the third round, any offeror may announce a revised offer(irrespective of whether the offeror announced a revised offer in either thefirst round or the second round). If in any round no revised offer is announced, the auction procedure shall thenend. Following the end of the auction procedure, the Panel Executive will makean announcement confirming that the auction has ended. There is no requirement for a revised offer announced by any offeror during theauction procedure to be in any particular specie or to be subject to any minimumincrement above the level of the offer previously announced by that offeror.There is also no requirement for a revised offer announced by any offeror duringthe auction procedure to be on terms superior to, or more favourable than, theterms of the offer announced by any other offeror. No formula or conditionalbids are allowed save that, in the third round, each offeror may stipulate tothe Panel Executive that it will only announce a revised offer in that round ifone or more of the other offerors also announces a revised offer in that round. The announcement of a switch from a scheme of arrangement to an offer or viceversa will not of itself be treated as the announcement of a revised offer inany round. For the avoidance of doubt, the auction procedure may conclude in circumstanceswhere the revised offers announced by the offerors include offers of similarvalues. Between 4.30 p.m. (London time) on 11 April and the end of the auctionprocedure, none of the offerors nor any person acting in concert with any ofthem may deal in relevant securities of OPD, Hydrogen, Premier or Imprint ortake any steps to procure, amend or renew any irrevocable commitment or letterof intent in relation to its or any other offeror's offer. The Panel Executive reserves the discretion to amend the terms of the auctionprocedure as appropriate. In particular, the times and dates referred to aboveare subject to change, depending on the circumstances at the time. Following the conclusion of the auction procedure, none of the offerors arepermitted to revise the terms of their respective offers (including anyalternative offer) for Imprint from that announced by it at the end of theauction procedure, or to introduce any new alternative offer (unless, under thenormal provisions of the Code, a third party announces a firm intention to makean offer for Imprint). Each of the parties has agreed to the rules of the auction procedure and to thisannouncement. 10 April 2008 This information is provided by RNS The company news service from the London Stock Exchange