HYDG.L Regulatory News (HYDG)

8 Feb 2008 14:55

Takeover Panel08 February 2008 2008/6 OFFERS BY OPD Group plc ("opd") AND hydrogen GROUP plc ("HYDROGEN") 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. The OPD offer document was posted on 4 December. On 20December, Hydrogen announced a recommended offer for Imprint of 0.461 newHydrogen shares for each Imprint share to be implemented by way of a scheme ofarrangement. The Hydrogen scheme document was posted on 16 January 2008 andmeetings of Imprint shareholders to approve the Hydrogen scheme have beenconvened for 29 February. On the basis that neither offeror has declared its offer final, such that eitheroffer may be increased or otherwise revised, a competitive situation continuesto exist for the purposes of Rule 32.5 of the Takeover Code ("the Code"). Inorder 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 8 February. If such is the case, neither offeror 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 11 February and, if required, the second and thirdrounds will take place on 12 and 13 February respectively. In each round, if anofferor wishes to announce a revised offer, it must do so by means of anannouncement made via a Regulatory Information Service and released after theclose of trading hours on the London Stock Exchange on the relevant day. In the first round, either offeror may announce a revised offer. If one or more revised offers is announced in the first round, a second roundshall take place. If both offerors announced a revised offer in the firstround, both offerors may announce a revised offer in the second round. If onlyone offeror announces a revised offer in the first round, only the other offerormay announce a revised offer in the second round. If one or more revised offers is announced in the second round, a third roundwill take place. In the third round, either offeror may announce a revisedoffer. 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 either offeror duringthe auction procedure to be in any particular specie or to be subject to anyminimum increment above the level of the offer previously announced by thatofferor. There is also no requirement for a revised offer announced by eitherofferor during the auction procedure to be on terms superior to, or morefavourable than, the terms of the offer announced by the other offeror. Noformula or conditional bids are allowed save that, in the third round, eachofferor may stipulate to the Panel Executive that it will only announce arevised offer in that round if the other offeror also announces a revised offerin 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 8 February and the end of the auctionprocedure, neither offeror nor any person acting in concert with it may deal inrelevant securities of OPD, Hydrogen or Imprint or take any steps to procure,amend or renew any irrevocable commitment or letter of intent in relation to itsor 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, neither offeror is permittedto revise the terms of its offer (including any alternative offer) for Imprintfrom that announced by it at the end of the auction procedure, or to introduceany new alternative offer (unless, under the normal provisions of the Code, athird party announces a firm intention to make an offer for Imprint). Each of the parties has agreed to the rules of the auction procedure and to thisannouncement. 8 February 2008 This information is provided by RNS The company news service from the London Stock Exchange