HYDG.L Regulatory News (HYDG)

14 Feb 2008 13:24

3i Quoted Private Equity Limited14 February 2008 3i Quoted Private Equity Limited 14 February 2008 The Board of Directors of 3i Quoted Private Equity Limited ("3i QPE") refersshareholders to yesterday's announcement by the board of Hydrogen Group plc("Hydrogen") on the increased proposal for the acquisition of the entire issuedand to be issued share capital of Imprint plc ("Imprint") by Hydrogen("Increased Proposal"). It is proposed that 3i QPE will provide additional support for Hydrogen'sacquisition of Imprint through a combination of equity and convertible debtinvestments in Hydrogen, now totalling approximately GBP 28.9 million,conditional upon the acquisition of Imprint by Hydrogen. As previously announcedon 20 December 2007, it is also proposed that 3i QPE will acquire approximatelyGBP 10 million of existing ordinary shares by way of a recommended partial cashoffer for Hydrogen, conditional on Hydrogen's acquisition of Imprint. For more details on the Increased Proposal, please refer to the announcementissued by Hydrogen yesterday, the full text of which is set out below. Enquiries 3i Investments plc (Investment adviser to 3i QPE) Telephone: 020 7975 3190 Jennifer Letki Hawkpoint (Financial adviser to 3i QPE) Telephone: 020 7665 4500 Simon Gluckstein Vinay Ghai Hoare Govett (Broker to 3i QPE) Telephone: 020 7678 8000 Gary Gould NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION For release at 5pm 13 February 2008 Increased Proposal for the acquisition by Hydrogen Group plc ("Hydrogen") of Imprint Plc ("Imprint") The Board of Hydrogen is pleased to announce the terms of its further increasedproposals to acquire the entire issued and to be issued share capital of Imprint(the "Increased Proposal"). The key highlights are: • Basic Offer of 0.461 New Hydrogen Shares for each Imprint Sharevaluing each Imprint Share at 97.8 pence based on the Closing Price of aHydrogen Share on 12 February 2008 • a revised and increased Partial Cash Alternative whereby ImprintShareholders will be able to elect for 110 pence in cash for each Imprint Share,in lieu of some or all of the New Hydrogen Shares to which they would otherwisehave become entitled under the Basic Offer, subject to an aggregate maximumamount of cash payable under the Partial Cash Alternative of £37.3 million (the"Increased Partial Cash Alternative"), previously £20.5 million • the additional cash for the Increased Partial Cash Alternative willbe financed through a combination of Hydrogen's existing facilities, a committedterm loan from HSBC Bank plc and the subscription of further Convertible Notesby 3i QPE (on the same terms as the 3i QPE Arrangements described in the SchemeDocument) • all Imprint Shareholders will receive a second interim dividend of 1pence in cash per Imprint Share as announced by Hydrogen on 12 February 2008(the "Second Interim Dividend") in addition to any consideration received underthe Basic Offer or the Increased Partial Cash Alternative Assuming all Imprint Shareholders elect for the Increased Partial CashAlternative in full, an Imprint Shareholder would receive, on a pro rata basis,96 pence in cash (including the 1p Second Interim Dividend) and 0.063 NewHydrogen Shares per Imprint Share representing, in aggregate, 109.2 pence perImprint Share (based on the Closing Price of a Hydrogen Share on 12 February2008 and assuming the exercise of all options outstanding under the ImprintShare Schemes with an exercise price of 97.8 pence per Imprint Share or less,being the value of the Revised Basic Offer (as defined below) based on theClosing Price of a Hydrogen Share on 12 February 2008). If fewer than 86.4 percent. of Imprint Shareholders elect to receive the Increased Partial CashAlternative in full, the full cash election can be satisfied and accordinglyeach such Imprint Shareholder electing for the Increased Partial CashAlternative will receive 110 pence in cash per Imprint Share. The Hydrogen Board believes that the terms of the Increased Proposal provideImprint Shareholders with the opportunity to realise a significant proportion oftheir investment in cash, whilst at the same time retaining the opportunity toretain an equity investment in the Enlarged Group. The Hydrogen Board believesthat the complementary nature of the businesses, coupled with the benefits ofthe Enlarged Group, is likely to create value for both sets of shareholders. Details of the terms of the original proposals, which were recommended by theBoard of Imprint, were set out in the scheme document posted to ImprintShareholders on 16 January 2008 (the "Scheme Document"). Defined terms in this announcement have the same meaning as in the SchemeDocument. 1 Summary terms of the Increased Proposal Under the terms of the Increased Proposal, Imprint Shareholders will be entitledto receive a Basic Offer of 0.461 New Hydrogen Shares plus the Second InterimDividend of 1 pence in cash (payable by Imprint) for each Imprint Share (the "Revised Basic Offer"). Alternatively, under the terms of the Increased Proposal, through the IncreasedPartial Cash Alternative, each Imprint Shareholder will be able to elect toreceive the Second Interim Dividend of 1 pence plus 110 pence in cash for eachImprint Share, in lieu of some or all of the New Hydrogen Shares to which theywould otherwise have become entitled under the Basic Offer, subject to anaggregate maximum amount of cash payable under the Increased Partial CashAlternative of £37.3 million. The terms of the Increased Proposal value the entire existing issued and to beissued share capital of Imprint at approximately £42.9 million. The RevisedBasic Offer represents: • a premium of approximately 21.3 per cent. to the Closing Priceof 90 pence per Imprint Share on 12 February 2008, being the last business dayimmediately prior to this announcement; and • a discount of approximately 33.1 per cent. to the Closing Priceof 163.25 pence per Imprint Share on 8 August 2007, being the last Business Dayprior to commencement of the offer period relating to discussions between theindependent Imprint directors and the Imprint management team relating to theAlchemy Backed Approach. These discussions were terminated on 7 September 2007. The Increased Partial Cash Alternative will be financed through a combination ofequity and convertible debt investments in Hydrogen totalling £28.9 million tobe made by 3i QPE conditional on the Acquisition becoming effective; anadditional £7.5 million through a term facility to be made available by HSBCBank plc (the "HSBC Facility"); and the balance of £0.9 million from Hydrogen'sexisting resources. The aggregate amount of cash payable pursuant to the Increased Partial CashAlternative may not exceed £37.3 million. Accordingly, the extent to whichelections for the Increased Partial Cash Alternative are satisfied will bedependent on the extent to which elections for the Increased Partial CashAlternative are not made by other Imprint Shareholders. If such maximum cashamount is insufficient to satisfy all elections for the Increased Partial CashAlternative, those elections will be scaled down as nearly as is practicable ona pro rata basis to the applications, with the balance of entitlements beingsatisfied through the Basic Offer. Assuming all Imprint Shareholders elect to receive the Increased Partial CashAlternative in full, each will be entitled to receive, on a pro rata basis, 96pence in cash (including the 1p Second Interim Dividend) and 0.063 New HydrogenShares per Imprint Share representing, in aggregate, 109.2 pence per ImprintShare (based on the Closing Price of a Hydrogen Share on 12 February 2008 andassuming the exercise of all options outstanding under the Imprint Share Schemeswith an exercise price of 97.8 pence per Imprint Share or less, being the valueof the Revised Basic Offer based on the Closing Price of a Hydrogen Share on 12February 2008). If fewer than 86.4 per cent. of Imprint Shareholders elect toreceive the Increased Partial Cash Alternative in full, the full cash electioncan be satisfied and accordingly each such Imprint Shareholder electing for theIncreased Partial Cash Alternative will receive 110 pence in cash per ImprintShare. The Increased Partial Cash Alternative will not affect the entitlements of thoseImprint Shareholders who do not elect for it, each of whom will receive NewHydrogen Shares under the Basic Offer in accordance with the terms of theScheme. The availability of the Increased Partial Cash Alternative isconditional upon the Scheme becoming effective. The terms of the Increased Proposal described in this announcement remainsubject to the Conditions and do not affect Hydrogen's intentions regarding thebusiness of Imprint, its management, employees and locations, nor the proposalsrelating to the Imprint Share Schemes, each as described more fully in theScheme Document. Imprint Shareholders will receive the Second Interim Dividend of 1 pence perImprint Share payable by Imprint subject to the Scheme becoming effective. TheSecond Interim Dividend will be paid within 14 days of the Effective Date toImprint Shareholders on the register at 4.59 pm (London Time) on the date onwhich the Scheme Court Order is delivered to the Registrar of Companies forregistration (being the time immediately prior to the Reorganisation RecordTime). It is proposed to implement the Increased Proposal by way of amending theoriginal Scheme. Subject to the continued recommendation by the Board of Imprintat the end of the ongoing auction process, further details of the IncreasedProposal will be contained in a supplementary circular which would be posted byImprint to Imprint Shareholders as soon as reasonably practicable and in anyevent in advance of the EGM and Court Meeting. The green Form of Election sentto Imprint Shareholders with the Scheme Document will remain valid in relationto the Increased Partial Cash Alternative and no new Form of Election will beissued with the supplementary circular. Any Imprint Shareholder who wishes tochange his election should contact Imprint's Registrars, Capita Registrars, toobtain a new Form of Election. The last time and date for receipt of Forms ofElection and electronic elections for the Increased Partial Cash Alternativewill remain 1.00pm on 26 February 2008. The latest time and date for lodging ofthe Forms of Proxy in relation to the adjourned Court Meeting and adjournedImprint EGM is as set out in the letter from the Chairman of Imprint to ImprintShareholders dated 23 January 2008. 2 Financing the Increased Partial Cash Alternative The cash payable by Hydrogen under the Increased Partial Cash Alternative willbe financed as follows: • The initial £20.5 million by the investments to be made by 3i QPE inHydrogen under the 3i QPE Arrangements as described in Appendix IV of the SchemeDocument. • The additional £16.8 million by the combination of a term facility of£7.5 million by of the HSBC Facility, a further investment of £8.4 million by 3iQPE in the form of Convertible Notes (the "Additional Convertible Notes") underthe same terms as the 3i QPE Arrangements as described in Appendix IV of theScheme Document and £0.9 million from Hydrogen's existing facilities. The HSBC Facility and the Additional Convertible Notes will be drawn down, inequal amounts, to fulfil the obligations of Hydrogen under the Increased PartialCash Alternative in excess of £20.5 million. If the HSBC Facility and theAdditional Convertible Notes are utilised in full, Hydrogen will draw on its owncash resources to fulfil its obligations under the Increased Partial CashAlternative. As a result of 3i QPE's further commitments to provide funding, its maximumholding of Hydrogen Shares (following the conversion of all of the ConvertibleNotes) would be 47.5 per cent. of Hydrogen's issued share capital. Furtherdetails of the revised 3i QPE Arrangements will be set out in the supplementarycircular relating to the Scheme and the Hydrogen Admission Document to bepublished as soon as reasonably practicable. Depending on the levels of election for the Increased Partial Cash Alternative,the Board of Hydrogen may review its intentions to buy back shares in theEnlarged Hydrogen Group. As noted in Hydrogen's announcement on 8 February2008, any share buy back would have no impact on the consideration available toImprint Shareholders under the terms of the Increased Proposal. Dresdner Kleinwort has confirmed that it is satisfied that sufficient resourcesare available to Hydrogen to satisfy the cash consideration payable under theIncreased Proposals in full. 3 Hydrogen Shareholder approval The Acquisition constitutes a reverse takeover for Hydrogen under the AIM Rulesand the Proposals are therefore conditional on approval of the Acquisition (andcertain other resolutions) by the requisite majority of Hydrogen Shareholders atthe Hydrogen EGM. The directors of Hydrogen and the other Founder HydrogenShareholders have given irrevocable undertakings to vote (or procure the vote)in favour of the resolutions at the Hydrogen EGM in respect of their own legaland beneficial holdings of Hydrogen Shares, which in aggregate amount to19,344,900 Hydrogen Shares representing approximately 85.12 per cent. of theexisting issued ordinary share capital of Hydrogen. In addition, undertakings tovote (or procure the vote) in favour of the resolutions at the Hydrogen EGM havebeen received from other Hydrogen Shareholders representing approximately 7.6per cent. of Hydrogen's existing issued ordinary share capital. 4 Irrevocable undertakings, letters of intent and letters of support. The table below summarises the undertakings and letters of intent received byHydrogen from Imprint shareholders to vote in favour of, the HydrogenAcquisition and letters of support for the Acquisition from holders of long CFDpositions in relation to Imprint Shares ("Imprint CFDs"): Number of shares PercentageIrrevocable Undertakings 9,530,069 24.87%Letter of Intent 7,532,454 19.65%Letters of support from Imprint CFD holders 2,127,685 5.55% Further details of these irrevocable undertakings are set out in Appendix I tothis announcement. 5 Implementation Agreement and Inducement Fee The Implementation Agreement as described in the Scheme Document remains ineffect. 6 Disclosure of interests in Imprint Shares Save as disclosed below, as at 12 February 2008, being the last Business Dayprior to this Announcement, neither Hydrogen nor any of its directors, nor anymember of the Hydrogen Group nor, so far as Hydrogen is aware, any person actingin concert with Hydrogen, owned or controlled or had an interest in (includingpursuant to any long exposure, whether conditional or absolute, to changes inthe prices of securities), or right to subscribe for or purchase or option toacquire, or had borrowed or lent, relevant securities of Imprint or had anyshort position in relation to the relevant securities of Imprint (whetherconditional or absolute and whether in the money or otherwise), including anyshort position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery ofany relevant securities of Imprint. Tim Smeaton (who is a director of Hydrogen) currently holds 5,878 ImprintShares. Dan Church and Barnaby Parker (each of whom are Founder HydrogenShareholders) hold 3,807 and 8,958 Imprint Shares respectively. 7 General Save as set out above, in all other respects, including the terms of theIncreased Partial Cash Alternative, the Increased Proposal will be subject tothe Conditions and on the same terms set out in the Scheme Document. Enquiries: Hydrogen Group plc Telephone: 020 7240 2500 Ian Temple Tim Smeaton Dresdner Kleinwort (Financial adviser to Hydrogen) Telephone: 020 7623 8000 Chris Treneman Rob Dawson Oriel Securities (NOMAD and broker to Hydrogen) Telephone: 020 7710 7600 David Arch Luke Webster Hudson Sandler (Financial PR adviser to Hydrogen) Telephone: 020 7796 4133 Kate Hough This Announcement does not constitute an offer to sell, or an invitation topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. The Increased Proposal is made solely through the Scheme Document(and the supplementary circular to be posted to Imprint Shareholders as soon asreasonably practicable) which, along with the letter to Imprint Shareholdersfrom the Chairman of Imprint dated 23 January 2008, will contain the fulldetails, terms and conditions of the Increased Proposal, including details ofhow to vote in respect of the Scheme. Imprint Shareholders are advised to readcarefully the formal documentation relating to the Increased Proposal. ThePartial Offer will be made solely through the Partial Offer Document which willcontain the full details, terms and conditions of the Partial Offer, includingdetails of how to accept the Partial Offer. Hydrogen Shareholders are advised toread carefully the formal documentation relating to the Partial Offer once ithas been despatched. Dresdner Kleinwort, which is authorised and regulated by the Financial ServicesAuthority, is acting exclusively for Hydrogen and for no one else in connectionwith the Increased Proposal and the Partial Offer and will not be responsible toanyone other than Hydrogen for providing the protections afforded to clients ofDresdner Kleinwort or for providing advice in relation to the IncreasedProposal, the Partial Offer or any other matters referred to in thisAnnouncement. Oriel Securities, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Hydrogen and no one elsein connection with the Increased Proposal and will not be responsible to anyoneother than Hydrogen for providing the protections afforded to clients of OrielSecurities nor for providing advice in relation to the Increased Proposal or anyother matters referred to in this Announcement. Imprint Shareholders in overseas jurisdictions The availability of the Increased Proposal and the release, publication ordistribution of this Announcement to Imprint Shareholders who are not residentin and citizens of the United Kingdom may be affected by the laws of therelevant jurisdictions in which they are located or of which they are citizens.Such persons should inform themselves of, and observe, any applicable legal orregulatory requirements. Further details in relation to Overseas Shareholdersare contained in the Scheme Document. Any failure to comply with such applicablerequirements may constitute a violation of the securities laws of any suchjurisdictions. In particular, this Announcement is not an offer of securities for sale in theUnited States and the New Hydrogen Shares, which will be issued in connectionwith the Proposals, have not been, and will not be, registered under the USSecurities Act or under the securities law of any state, district or otherjurisdiction of the United States, Australia, Canada or Japan and no regulatoryclearance in respect of the New Hydrogen Shares has been, or will be, appliedfor in any jurisdiction other than the UK. Accordingly, the New Hydrogen Sharesare not being and may not be (unless an exemption under relevant securities lawsis applicable) offered, sold, resold or delivered, directly or indirectly, in orinto the United States, Australia, Canada or Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of, or requireregistration thereof in, such jurisdiction or to, or for the account or benefitof, any United States, Australian, Canadian or Japanese person. In the UnitedStates, the New Hydrogen Shares will be issued in reliance upon the exemptionfrom the registration requirements of the US Securities Act provided by Section3(a)(10) thereof. Cautionary note regarding forward-looking statements This Announcement includes certain "forward-looking statements". Thesestatements are based on the current assumptions, assessments and expectations ofthe management of Imprint, Hydrogen and 3i QPE and are naturally subject torisks, uncertainty and changes in circumstances. The forward-looking statementscontained herein include statements about the expected effects on Hydrogen ofthe Increased Proposal, the expected timing and scope of the Increased Proposaland the Partial Offer, strategic options and all other statements in thisAnnouncement other than historical facts. Forward-looking statements include,without limitation, statements typically containing words such as "intend", "expect", "anticipate", "target", "estimate", "plan", "goal", "believe", "will","may", "should", "would", "could" and words of similar meaning. By their nature,forward-looking statements involve risk and uncertainty because they relate toevents and depend on circumstances that will occur in the future. There are anumber of factors that could cause actual results and developments to differmaterially from those expressed or implied by such forward-looking statements.These factors include, but are not limited to, the satisfaction of theconditions to the Increased Proposal, as well as additional factors, such aschanges in economic conditions, changes in the level of capital investment,success of business and operating initiatives and restructuring objectives,customers' strategies and stability, changes in the regulatory environment,fluctuations in interest and exchange rates, the outcome of litigation,government actions and natural phenomena such as floods, earthquakes andhurricanes. Other unknown or unpredictable factors could cause actual results todiffer materially from those in the forward-looking statements. Undue relianceshould not therefore be placed on the forward-looking statements. None ofImprint, Hydrogen and 3i QPE undertakes any obligation to update publicly orrevise forward-looking statements, whether as a result of new information,future events or otherwise, except to the extent legally required. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Imprint or Hydrogen, all "dealings" in any "relevantsecurities" of Imprint or Hydrogen (including by means of an option in respectof, or a derivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30 p.m. (London time) on the Business Dayfollowing the date of the relevant transaction. This requirement will continueuntil the Effective Date (or such later date(s) as the Panel may specify). Iftwo or more persons act together pursuant to an agreement or understanding,whether formal or informal, to acquire an "interest" in "relevant securities" ofImprint or Hydrogen, they will be deemed to be a single person for the purposesof Rule 8.3 of the Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Imprint or Hydrogen by Imprint, Hydrogen or 3i QPE, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the Business Day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to the application of Rule 8of the Code to you, please contact an independent financial adviser authorisedunder the Financial Services and Markets Act 2000, consult the Panel's websiteat www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7382 9026; fax +44 (0) 20 7236 7005. APPENDIX I DETAILS OF IRREVOCABLE UNDERTAKINGS, LETTERS OF INTENT AND LETTERS OF SUPPORT 1 Hydrogen has received irrevocable undertakings to vote (or procurethe vote) in favour of the Scheme at the Court Meeting and the resolutions to beproposed at the Imprint EGM from the directors of Imprint in respect of 439,701Imprint Shares in aggregate, representing approximately 1.15 per cent. ofImprint's current issued ordinary share capital. These undertakings areconditional on the current offer by OPD for Imprint lapsing or being withdrawnor the directors of Imprint otherwise being released from similar undertakingsalready given to OPD in respect of their holdings of Imprint Shares. Details ofthese irrevocable undertakings are as follows: 1.1 John Gordon has given an irrevocable undertaking to vote in favour ofthe Scheme at the Court Meeting and the resolutions to be proposed at theImprint EGM in respect of a total of 51,500 Imprint Shares representingapproximately 0.13 per cent. of Imprint's current issued share capital; 1.2 John Hunter has given an irrevocable undertaking to vote in favour ofthe Scheme at the Court Meeting and the resolutions to be proposed at theImprint EGM in respect of a total of 4,000 Imprint Shares representingapproximately 0.01 per cent. of Imprint's current issued share capital; 1.3 Robert Thesiger has given an irrevocable undertaking to vote infavour of the Scheme at the Court Meeting and the resolutions to be proposed atthe Imprint EGM in respect of a total of 375,201 Imprint Shares representingapproximately 0.98 per cent. of Imprint's current issued share capital; and 1.4 Colin Webster has given an irrevocable undertaking to vote in favourof the Scheme at the Court Meeting and the resolutions to be proposed at theImprint EGM in respect of a total of 9,000 Imprint Shares representingapproximately 0.02 per cent. of Imprint's current issued share capital. 2.0 The undertakings referred to in paragraph 1 above will cease to bebinding if a firm announcement of a competing offer for Imprint is made, thevalue of which, in Altium's reasonable opinion, exceeds the value of theconsideration offered by Hydrogen pursuant to the Acquisition calculated as atthe date of such announcement by 20 per cent. or more. 3 Hydrogen has received irrevocable undertakings to vote (or procurethe vote) in favour of the Scheme at the Court Meeting and the resolutions to beproposed at the Imprint EGM from other Imprint Shareholders in respect of9,090,368 Imprint Shares in aggregate, representing approximately 23.72 percent. of Imprint's entire existing issued ordinary share capital. Details of theirrevocable undertakings are as follows: 3.1 Artemis Investment Management Limited has irrevocably undertaken tovote in favour of the Scheme at the Court Meeting and the resolutions to beproposed at the Imprint EGM in respect of 1,205,000 Imprint Shares representingapproximately 3.14 per cent. of Imprint's current issued ordinary share capital. 3.2 Gartmore Investment Limited has irrevocably undertaken to vote infavour of the Scheme at the Court Meeting and the resolutions to be proposed atthe Imprint EGM in respect of 3,101,010 Imprint Shares representingapproximately 8.09 per cent. of Imprint's current issued ordinary share capital. 3.3 Baycliffe Limited has irrevocably undertaken to vote in favour of theScheme at the Court Meeting and the resolutions to be proposed at the ImprintEGM in respect of 2,325,358 Imprint Shares representing approximately 6.07 percent. of Imprint's current issued ordinary share capital. 3.4 Brian Hamill has irrevocably undertaken to vote in favour of theScheme at the Court Meeting and the resolutions to be proposed at the ImprintEGM in respect of 2,459,000 Imprint Shares representing approximately 6.42 percent. of Imprint's current issued ordinary share capital. 4 The undertakings referred to in paragraph 3 above will cease to bebinding if the Scheme lapses (unless Hydrogen then makes a takeover offer forImprint within 14 days). The undertakings will, in certain circumstances, alsocease to be binding if a competing offer is made for Imprint which exceeds thevalue of the consideration offered by Hydrogen pursuant to the Acquisition bymore than 10 per cent.. 5 Hydrogen has received letters of intent to vote (or to procure thevote) in favour of the Scheme at the Court Meeting and the resolutions to beproposed at the Imprint EGM from non-director shareholders of Imprint in respectof 7,532,454 Imprint Shares in aggregate, representing approximately 19.65 percent. of Imprint's entire existing issued ordinary share capital. Details of theletters of intent are as follows: 5.1 Pierce Casey has signed a letter of intent indicating heintends intend to vote in favour of the Scheme at the Court Meeting and theresolutions to be proposed at the Imprint EGM in respect of 1,261,325 ImprintShares representing approximately 3.29 per cent. of Imprint's current issuedordinary share capital. 5.2 Morley Fund Management Limited has signed a letter of intentindicating they intend to vote in favour of the Scheme at the Court Meeting andthe resolutions to be proposed at the Imprint EGM in respect of 1,100,000Imprint Shares representing approximately 2.87 per cent. of Imprint's currentissued ordinary share capital. 5.3 University Superannuation Scheme Limited has signed a letterof intent indicating they intend to vote in favour of the Scheme at the CourtMeeting and the resolutions to be proposed at the Imprint EGM in respect of1,087,015 Imprint Shares representing approximately 2.84 per cent. of Imprint'scurrent issued ordinary share capital. 5.4 Close Investments Limited has signed a letter of intentindicating it intends to vote in favour of the Scheme at the Court Meeting andthe resolutions to be proposed at the Imprint EGM in respect of 700,000 ImprintShares representing approximately 1.83 per cent. of Imprint's current issuedordinary share capital. 5.5 Singer & Friedlander Investment Management Limited has signeda letter of intent indicating it intends to vote in favour of the Scheme at theCourt Meeting and the resolutions to be proposed at the Imprint EGM in respectof 598,684 Imprint Shares representing approximately 1.56 per cent. of Imprint'scurrent issued ordinary share capital. 5.6 Invesco Asset Management Limited has signed a letter of intentindicating it intends to vote in favour of the Scheme at the Court Meeting andthe resolutions to be proposed at the Imprint EGM in respect of 570,000 ImprintShares representing approximately 1.49 per cent. of Imprint's current issuedordinary share capital. 5.7 Guy Thomas has signed a letter of intent indicating he intendsto vote in favour of the Scheme at the Court Meeting and the resolutions to beproposed at the Imprint EGM in respect of 527,000 Imprint Shares representingapproximately 1.38 per cent. of Imprint's current issued ordinary share capital. 5.8 Henderson Global Investors Limited has signed a letter ofintent indicating it intends to vote in favour of the Scheme at the CourtMeeting and the resolutions to be proposed at the Imprint EGM in respect of420,420 Imprint Shares representing approximately 1.10 per cent. of Imprint'scurrent issued ordinary share capital. 5.9 Mr Shay Dalton has signed a letter of intent indicating heintends to vote in favour of the Scheme at the Court Meeting and the resolutionsto be proposed at the Imprint EGM in respect of 377,641 Imprint Sharesrepresenting approximately 0.99 per cent. of Imprint's current issued ordinaryshare capital. 5.10 Ronan Colleran has signed a letter of intent indicating heintends to vote in favour of the Scheme at the Court Meeting and the resolutionsto be proposed at the Imprint EGM in respect of 377,641 Imprint Sharesrepresenting approximately 0.99 per cent. of Imprint's current issued ordinaryshare capital. 5.11 New Star Asset Management Group PLC has signed a letter ofintent indicating it intends to vote in favour of the Scheme at the CourtMeeting and the resolutions to be proposed at the Imprint EGM in respect of309,668 Imprint Shares representing approximately 0.81 per cent. of Imprint'scurrent issued ordinary share capital. 5.12 Aberdeen Asset Managers has signed a letter of intent indicatingit intends to vote in favour of the Scheme at the Court Meeting and theresolutions to be proposed at the Imprint EGM in respect of 203,060 ImprintShares representing approximately 0.53 per cent. of Imprint's current issuedordinary share capital. 6 Hydrogen has received letters of support for the Schemefrom holders of Imprint CFDs in relation to 2,127,685 Imprint Shares,representing in aggregate approximately 5.55 per cent. of Imprint's entireexisting issued ordinary share capital. Details of these are set out below: 6.1 Starlight Investments Limited, which holds 1,851,506 ImprintCFDs representing approximately 4.83 per cent. of Imprint's current issuedordinary share capital, has signed a letter of support indicating that it isstrongly in favour of the Hydrogen Acquisition; it has no current intention ofmaking arrangements to accept or procure the acceptance of the OPD Offer andthat it reserves the right to make arrangements so as to enable it to vote, orto procure the voting, in favour of the Scheme at the Court Meeting and theresolutions to be proposed at the Imprint EGM. 6.2 Pierce Casey, in addition to his 1,261,325 Imprint Shares forwhich he has already signed a letter of intent (as set out in the SchemeDocument) holds 276,179 Imprint CFDs representing approximately 0.72 per cent.of Imprint's current issued ordinary share capital, and has signed a letter ofsupport indicating that he is strongly in favour of the Hydrogen Acquisition;has no current intention of making arrangements to accept or procure theacceptance of the OPD Offer and that he reserves the right to make arrangementsso as to enable him to vote, or to procure the voting, in favour of the Schemeat the Court Meeting and the resolutions to be proposed at the Imprint EGM. This information is provided by RNS The company news service from the London Stock Exchange