20 Dec 2007 13:35
3i Quoted Private Equity Limited20 December 2007 Project Hero - 3i QPE announcement The Board of Directors of 3i Quoted Private Equity Limited ("3i QPE") refersshareholders to today's announcement by the boards of 3i QPE, Hydrogen Group plc("Hydrogen") and Imprint plc ("Imprint") on the recommended proposals for theacquisition of the entire issued and to be issued share capital of Imprint byHydrogen. It is proposed that 3i QPE will provide support for Hydrogen's acquisition ofImprint through a combination of equity and convertible debt investments inHydrogen, totalling approximately £20.5 million, conditional upon theacquisition of Imprint by Hydrogen becoming effective. It is also proposed that 3i QPE will acquire approximately £10 million ofexisting ordinary shares by way of a recommended partial cash offer forHydrogen, conditional on Hydrogen's acquisition of Imprint becoming effective. For more details on this transaction, please refer to the announcement issued by 3i QPE, Hydrogen and Imprint today, 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 FOR IMMEDIATE RELEASE 20 December 2007 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 Recommended proposals for the acquisition by Hydrogen Group plc ("Hydrogen") of Imprint Plc ("Imprint") and a partial cash offer by 3i Quoted Private Equity Limited ("3i QPE") for Hydrogen Summary The boards of Hydrogen and Imprint are pleased to announce that they havereached agreement on the terms of recommended proposals by Hydrogen to acquirethe entire issued and to be issued share capital of Imprint. It is intended thatthe Acquisition will be implemented by way of a Court sanctioned scheme ofarrangement under section 425 of the Companies Act. In connection with the Acquisition, the boards of 3i QPE and Hydrogen arepleased to announce that they have reached agreement on the terms upon which 3iQPE will make certain equity and convertible debt investments in Hydrogen andwill make a recommended partial cash offer to existing Hydrogen Shareholders toacquire 18.5 per cent. of the current issued share capital of Hydrogen. Under the Proposals: • Imprint Shareholders will be offered 0.461 New Hydrogen Sharesfor each Imprint Share (the "Basic Offer") (see note 1). • Based on the Closing Price of a Hydrogen Share of 252.5 penceon 19 December 2007 (the last Business Day prior to the date of thisAnnouncement), the Basic Offer values each Imprint Share at 116.4 pence andvalues the entire issued and to be issued ordinary share capital of Imprint atapproximately £45.7 million. • The Basic Offer represents a premium of approximately: • 41.5 per cent. to the Closing Price of an Imprint Share of82.3 pence on 11 October 2007 (the day on which Imprint announced that tradingin September 2007 had been materially below the Imprint board's expectations); • 35.7 per cent. to the Closing Price of an Imprint Share of85.8 pence on 19 December 2007 (the last Business Day prior to the date of thisAnnouncement); and • 35.0 per cent. to the implied value of the offer by OPDdated 4 December 2007 being 86.3 pence per Imprint Share based on the ClosingPrice of an ordinary share in OPD of 213.5 pence on 19 December 2007 (the lastBusiness Day prior to the date of this Announcement), in each case based on the Closing Price of a Hydrogen Share of 252.5 pence on 19December 2007 (the last Business Day prior to the date of this Announcement). • Through the Partial Cash Alternative, each Imprint Shareholderwill be able to elect to receive 110 pence in cash for each Imprint Share, inlieu 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 £20.5 million.Elections for the Partial Cash Alternative will be scaled back pro rata to theapplications received to the extent that such maximum would be exceeded. • Assuming all Imprint Shareholders elect to receive the PartialCash Alternative in full, an Imprint Shareholder would receive, on a pro ratabasis, 53.5 pence in cash and 0.237 New Hydrogen Shares per Imprint Sharerepresenting 113.3 pence per Imprint Share (based on the Closing Price of aHydrogen Share on 19 December 2007, the last Business Day prior to the date ofthis Announcement). • The Partial Cash Alternative will be financed through acombination of equity and convertible debt investments in Hydrogen totalling£20.5 million to be made by 3i QPE conditional on the Acquisition becomingeffective. 3i QPE is a listed, closed-end investment company which is advised by3i Investments. In connection with and conditional on the Proposals, 3i QPE willalso make a partial cash offer to existing Hydrogen Shareholders to acquire4,191,115 Hydrogen Shares, representing 18.5 per cent. of the current issuedshare capital of Hydrogen, further details of which are set out below. • The Acquisition is not conditional in any way on the PartialOffer being made by 3i QPE or on such Partial Offer becoming whollyunconditional. It is envisaged that 3i QPE will hold between 28.6 per cent. and34.4 per cent. of the Enlarged Issued Share Capital following completion of theAcquisition and the Partial Offer (depending on the take-up of the Partial CashAlternative by Imprint Shareholders and assuming full conversion of theConvertible Notes to be issued to 3i QPE). Two representatives of 3i QPE willjoin the Hydrogen board upon completion of the Acquisition to assist theEnlarged Group in delivering its stated strategy. • The Hydrogen board believes that Hydrogen and Imprint arehighly complementary. The Hydrogen board believes the Enlarged Group would: • have a market leading proposition that would facilitate the attractionof new staff and be well positioned to enhance its international presence; • have a leading senior management team within the UK recruitmentsector; • be one of the largest professional recruitment businesses in theLondon market in terms of headcount; • have an increased critical mass in the UK finance and accountingrecruitment sector; • maintain a disciplined framework to grow further a broad range ofmarket leading brands; and • be well placed to benefit from the combination of a sound balancesheet and the involvement of 3i QPE in growing its business both organically andthrough further selective acquisitions. In addition, the Hydrogen board anticipates that, within the Enlarged Group,there will be material potential for cost savings and synergies to be realisedover time. • The Acquisition, which is also conditional, inter alia, uponthe receipt of various further approvals from both Imprint Shareholders andHydrogen Shareholders, will be unanimously recommended by the Hydrogen andImprint boards, as will the 3i QPE Arrangements by the Hydrogen board. • The directors of Imprint have irrevocably undertaken to vote(or procure the vote) in favour of the Scheme at the Court Meeting and theresolutions to be proposed at the Imprint EGM in respect of their own legal andbeneficial holdings of Imprint Shares, which in aggregate amount to 439,701Imprint Shares representing approximately 1.15 per cent. of the existing issuedordinary share capital of Imprint. These undertakings are conditional on similarundertakings already given to OPD ceasing to be binding on the directors ofImprint. • In addition, undertakings to vote (or procure the vote) infavour of the Scheme at the Court Meeting and the resolutions to be proposed atthe Imprint EGM have been received from Imprint Shareholders representingapproximately 23.7 per cent. of Imprint's existing issued ordinary sharecapital. Hydrogen has also received letters of intent to support the Scheme fromImprint Shareholders representing approximately 9.0 per cent. of Imprint'sexisting issued ordinary share capital. Such undertakings and letters of intent,taken together with the undertakings from the directors of Imprint, inaggregate, relate to 12,978,409 Imprint Shares representing approximately 33.9per cent. of the existing issued ordinary share capital of Imprint. • The Acquisition constitutes a reverse takeover for Hydrogenunder the AIM Rules and the Proposals are therefore conditional on approval ofthe Acquisition (and certain other resolutions) by the requisite majority ofHydrogen Shareholders at the Hydrogen EGM. The directors of Hydrogen and theother Founder Hydrogen Shareholders have given irrevocable undertakings to vote(or procure the vote) in favour of the resolutions at the Hydrogen EGM (otherthan in relation to the Whitewash Resolution in respect of the 3i QPEArrangements on which they are not eligible to vote) in respect of their ownlegal and beneficial holdings of Hydrogen Shares, which in aggregate amount to19,344,900 Hydrogen Shares representing approximately 85.2 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 and approximately51.2 per cent. of the existing Hydrogen Shares which can be voted on theWhitewash Resolution. Under the Partial Offer: • 3i QPE will make a recommended partial offer to purchase4,191,115 Hydrogen Shares from existing Hydrogen Shareholders, representingapproximately 18.5 per cent. of the current issued share capital of Hydrogen, ata price of 238.6 pence per Hydrogen Share in cash. • The Partial Offer will be conditional on the Scheme becomingeffective in accordance with its terms. • When combined with the 3i QPE Arrangements, a successfulPartial Offer will result in 3i QPE holding between 28.6 per cent. and 34.4 percent. of the Enlarged Issued Share Capital assuming full conversion of theConvertible Notes . • The Founder Hydrogen Shareholders have irrevocably undertakento accept the Partial Offer such that the Partial Offer will becomeunconditional as to acceptances upon receipt of valid acceptances pursuant tothose undertakings. Commenting on the Proposals and the Partial Offer, Ian Temple, ExecutiveChairman of Hydrogen, said: "We believe the complementary nature of the businesses coupled with the benefitsof the enlarged group is likely to create value for both sets of shareholders.We have provided Imprint Shareholders with the opportunity to realise asignificant proportion of their investment in cash, whilst at the same timeretaining a significant proportion of equity in the enlarged group. 3i QPE will become a significant stakeholder and we look forward to the depthand breadth of experience they will bring to the enlarged group both as asupportive shareholder and through Richard Segal and Stephen Hill as futureboard members. The increased diversity of the combined business should not only be a morerobust platform for growth but should also enhance the proposition for currentand future staff of both businesses. We look forward to working as a combinedmanagement team." Commenting on the Proposals, John Gordon, Chairman of Imprint, said: "The Imprint Board welcomes the Proposals and the additional value theyrepresent to Imprint Shareholders. As has been previously stated, the Imprint Board believes that an opportunity tomerge with an organisation with complementary activities and a strong managementteam is likely to realise greater value for Imprint Shareholders in a shortertimeframe than would be possible if the Imprint Group were to pursue anindependent strategy. In this regard, the Imprint Board recognises the potentialfor value creation resulting from the merger of Hydrogen and Imprint and theopportunity for Imprint Shareholders to participate in the enlarged group'sgrowth. The Imprint board notes that the Proposals offer Imprint Shareholders asignificant headline premium over the current level of the offer from OPD andthe opportunity to obtain cash as a significant proportion of theirconsideration. The Imprint board also notes that the issue of the New HydrogenShares should improve the relative illiquidity of existing Hydrogen Shares andbelieves that the ongoing shareholding of 3i QPE will be a stabilising presencein the enlarged group. The Imprint Board accordingly is unanimously changing its recommendation tosupport the Acquisition." The Scheme Document setting out the details of the Proposals, the procedures tobe followed to approve the Scheme together with the forms of proxy for each ofthe Court Meeting and Imprint EGM and a form of election relating to the PartialCash Alternative will be posted to Imprint Shareholders and, for informationonly, to participants in the Imprint Share Schemes as soon as practicable and inany event within 28 days of this Announcement or such period as may otherwise beagreed with the Panel. The Admission Document, is expected to be posted to Imprint Shareholders and(together with the notice of the Hydrogen EGM) to Hydrogen Shareholders in lateJanuary 2008. The Partial Offer Document setting out the details of the Partial Offer and theprocedures to be followed to accept it, together with the Form of Acceptance, isexpected to be posted to Hydrogen Shareholders and, for information only, toparticipants in the Hydrogen Share Schemes, around the time of the Imprint EGM.This period has been agreed with the Panel in order to align the timing of thePartial Offer with the proposed timetable for the Scheme. This summary should be read in conjunction with, and is subject to, the fulltext of the following Announcement and the Appendices. Appendix 2 to thisAnnouncement contains the sources and bases of certain information used in thissummary and in the following Announcement. Appendix 6 to this Announcementcontains the definitions of certain terms and expressions used in this summaryand the following Announcement. Enquiries:Hydrogen Group plc Telephone: 020 7240 2500Ian TempleTim SmeatonDresdner Kleinwort (Financial adviser to Hydrogen) Telephone: 020 7623 8000Chris TrenemanRob DawsonOriel Securities (NOMAD and broker to Hydrogen) Telephone: 020 7710 7600David ArchLuke WebsterHudson Sandler (Financial PR adviser to Hydrogen) Telephone: 020 7796 4133Andrew HayesKate Hough3i Investments (Investment adviser to 3i QPE) Telephone: 020 7975 3190Jennifer LetkiHawkpoint (Financial adviser to 3i QPE) Telephone: 020 7665 4500Simon GlucksteinVinay GhaiImprint Plc Telephone: 020 7557 7222John Gordon (Chairman) Telephone: 07860 622 631Colin Webster (Finance Director)Altium (Rule 3 and financial adviser and broker to Imprint) Telephone: 020 7484 4040Ben ThorneTim RichardsonMaitland (Financial PR adviser to Imprint) Telephone: 020 7379 5151Neil BennettTom Siveyer Note 1 In connection with this proposed offer, Hydrogen has sought the approval of thePanel Executive for a dispensation from the requirements of Rule 6.1 of theTakeover Code ("Rule 6.1") which would usually require that any offer made byHydrogen for Imprint be on no less favourable terms than 261p per share, beingthe price paid by Dan Church (a Founder Hydrogen Shareholder) for shares inImprint on 6 July 2007, being in the three months prior to the commencement ofthe offer period. The Board of Imprint and its advisers, Altium Capital Limited,requested that such dispensation be granted as they considered it to be in thebest interests of Imprint shareholders. The Panel Executive has confirmed that,in light of the prevailing circumstances, it has granted this dispensation. 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 Proposals will be made solely through the Scheme Documentwhich will contain the full details, terms and conditions of the Proposals,including details of how to vote in respect of the Scheme. Imprint Shareholdersare advised to read carefully the formal documentation relating to the Proposalsonce it has been despatched. The Partial Offer will be made solely through thePartial Offer Document which will contain the full details, terms and conditionsof the Partial Offer, including details of how to accept the Partial Offer.Hydrogen Shareholders are advised to read carefully the formal documentationrelating to the Partial Offer once it has been despatched. Dresdner Kleinwort Limited, which is authorised and regulated by the FinancialServices Authority, is acting for Hydrogen and for no one else in connectionwith the Proposals and the Partial Offer and will not be responsible to anyoneother than Hydrogen for providing the protections afforded to clients ofDresdner Kleinwort Limited or for affording advice in relation to the Proposals,the Partial Offer or any other matters referred to in this Announcement. 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 Proposals and will not be responsible to anyone otherthan Hydrogen for providing the protections afforded to clients of OrielSecurities nor for providing advice in relation to the Proposals or any othermatters referred to in this Announcement. Altium, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Imprint and no one else inconnection with the Proposals and will not be responsible to anyone other thanImprint for providing the protections afforded to clients of Altium nor forproviding advice in relation to the Proposals or any other matters referred toin this Announcement. Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for 3i QPE and no one elsein connection with the Proposals and the Partial Offer and will not beresponsible to anyone other than 3i QPE for providing the protections affordedto clients of Hawkpoint nor for providing advice in relation to the Proposals,the Partial Offer or any other matters referred to in this Announcement. Imprint Shareholders in overseas jurisdictions The availability of the Proposals and the release, publication or distributionof this Announcement to Imprint Shareholders who are not resident in andcitizens of the United Kingdom may be affected by the laws of the relevantjurisdictions in which they are located or of which they are citizens. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements. Further details in relation to Overseas Shareholderswill be contained in the Scheme Document. Any failure to comply with suchapplicable requirements may constitute a violation of the securities laws of anysuch jurisdictions. 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. Hydrogen Shareholders in overseas jurisdictions The Partial Offer will not be made, directly or indirectly, in or into, or bythe use of the mails or any means of instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or any facilities of a national securities exchange of the United States,Australia, Canada or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of, registration thereof in, suchjurisdiction or to, or for the account or benefit of, any United States,Australian, Canadian or Japanese person. Accordingly, except as required byapplicable law, copies of this Announcement are not being, and must not be,mailed or otherwise forwarded, distributed or sent in, into or from the UnitedStates, Australia, Canada or Japan. Persons receiving this Announcement(including without limitation nominees, trustees or custodians) must notforward, distribute or send it into the United States, Australia, Canada orJapan. The availability of the Partial Offer to Hydrogen Shareholders who are notresident in the United Kingdom may be affected by the laws of the relevantjurisdictions. Hydrogen Shareholders who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements. Cautionary note regarding forward-looking statements This Announcement includes certain "forward-looking statements". Thesestatements are based on the respective current assumptions, assessments andexpectations of the management of Imprint, Hydrogen and 3i QPE and are subjectto risks, uncertainty and changes in circumstances. The forward-lookingstatements contained herein include statements about the expected effects onHydrogen of the Proposals, the expected timing and scope of the Proposals andthe 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 Proposals, as well as additional factors, such as changes ineconomic conditions, changes in the level of capital investment, success ofbusiness and operating initiatives and restructuring objectives, customers'strategies and stability, changes in the regulatory environment, fluctuations ininterest and exchange rates, the outcome of litigation, government actions andnatural phenomena such as floods, earthquakes and hurricanes. Other unknown orunpredictable factors could cause actual results to differ materially from thosein the forward-looking statements. Undue reliance should not therefore be placedon the forward-looking statements. None of Imprint, Hydrogen and 3i QPEundertakes any obligation to update publicly or revise forward-lookingstatements, 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 City 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. 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 20 December 2007 Recommended proposals for the acquisition by Hydrogen Group plc ("Hydrogen") of Imprint Plc ("Imprint") and a partial cash offer by 3i Quoted Private Equity Limited ("3i QPE") for Hydrogen 1 Introduction The boards of Hydrogen and Imprint are pleased to announce that they havereached agreement on the terms of recommended proposals by Hydrogen to acquirethe entire issued and to be issued share capital of Imprint. The Acquisitionwill (if approved) be implemented by means of a scheme of arrangement betweenImprint and the Scheme Shareholders under section 425 of the Companies Act. In connection with the Acquisition, the boards of 3i QPE and Hydrogen arepleased to announce that they have reached agreement on the terms upon which 3iQPE will make certain equity and convertible debt investments in Hydrogen andwill make a recommended partial cash offer to existing Hydrogen Shareholders toacquire 18.5 per cent. of the current issued share capital of Hydrogen. 2 The Basic Offer If the Scheme becomes effective, the Scheme Shares will be cancelled and SchemeShareholders on the register of members at the Reorganisation Record Time willreceive, in respect of Imprint Shares for which no valid election for thePartial Cash Alternative has been made, a Basic Offer of: for each Imprint Share 0.461 New Hydrogen Shares The Basic Offer values each Imprint Share at 116.4 pence and values the entireissued and to be issued ordinary share capital of Imprint at approximately £45.7million (based on the Closing Price of a Hydrogen Share of 252.5 pence on 19December 2007 being the last Business Day prior to the date of thisAnnouncement). (see note 1) The terms of the Basic Offer represent a premium of approximately: • 41.5 per cent. to the Closing Price of an Imprint Share of82.3 pence on 11 October 2007 (the day on which Imprint announced that tradingin September 2007 had been materially below the Imprint board's expectations); • 35.7 per cent. to the Closing Price of an Imprint Share of85.8 pence on 19 December 2007 (the last Business Day prior to the date of thisAnnouncement); and • 35.0 per cent. to the implied value of the offer by OPDdated 4 December 2007 being 86.25 pence per Imprint Share based on the ClosingPrice of an ordinary share in OPD of 213.5 pence on 19 December 2007 (the lastBusiness Day prior to the date of this Announcement), in each case based on the Closing Price of a Hydrogen Share of 252.5 pence on 19December 2007 (the last Business Day prior to the date of this Announcement). Fractions of New Hydrogen Shares will not be allotted or issued to SchemeShareholders. Fractional entitlements to New Hydrogen Shares will be aggregatedand sold in the market and the net proceeds of sale distributed pro rata to theScheme Shareholders entitled thereto, save that individual entitlements toamounts of less than £3.00 will be retained for the benefit of the EnlargedGroup. The New Hydrogen Shares to be issued pursuant to the Scheme will representapproximately 41.0 per cent. of the Enlarged Issued Share Capital (assuming noelections are made under the Partial Cash Alternative and no exercise of any ofthe options held under the Imprint Share Schemes), or 26.3 per cent. (assumingfull elections are made under the Partial Cash Alternative and no exercise ofany of the options held under the Imprint Share Schemes). The New HydrogenShares will rank pari passu with the Existing Hydrogen Shares, including inrespect of all dividends made, paid or declared from the time they are issuedand allotted. As referred to in paragraph 4 below, application will be made foradmission of the Existing Hydrogen Shares and the New Hydrogen Shares to tradingon AIM from the Effective Date. The Scheme Document setting out the details of the Proposals and the proceduresto be followed to approve the Scheme together with the forms of proxy for eachof the Meetings and a form of election relating to the Partial Cash Alternativewill be posted to Imprint Shareholders and, for information only, toparticipants in the Imprint Share Schemes as soon as practicable and in anyevent within 28 days of this Announcement or such period as may be agreed withthe Panel. The Scheme will be subject to the conditions and further terms setout in Appendix 1 to this Announcement and to the conditions and further termsto be set out in the Scheme Document. 3 Partial Cash Alternative As an alternative to the Basic Offer, each Imprint Shareholder will be entitledto elect to receive (subject to the limitations set out below), in lieu of someor all of the New Hydrogen Shares to which he would otherwise become entitledunder the Basic Offer, a Partial Cash Alternative of: for each Imprint Share 110p in cash The aggregate amount of cash payable pursuant to the Partial Cash Alternativemay not exceed £20.5 million. Accordingly, the extent to which elections for thePartial Cash Alternative are satisfied will be dependent on the extent to whichelections for the Partial Cash Alternative are not made by other ImprintShareholders. If such maximum cash amount is insufficient to satisfy allelections for the Partial Cash Alternative, those elections will be scaled downas nearly as is practicable on a pro rata basis to the applications, with thebalance of entitlements being satisfied in New Hydrogen Shares on the basis setout in paragraph 2 above (subject to fractional entitlements being treated inthe manner described). Assuming all Imprint Shareholders elect for the Partial Cash Alternative infull, an Imprint Shareholder would receive, on a pro rata basis, 53.5 pence incash and 0.237 New Hydrogen Shares representing 113.3 pence per Imprint Share(based on the Closing Price of a Hydrogen Share on 19 December 2007, the lastBusiness Day prior to the date of this Announcement). The Partial Cash Alternative will not affect the entitlements of those ImprintShareholders who do not elect for it, each of whom will receive New HydrogenShares under the Basic Offer in accordance with the terms of the Scheme. Theavailability of the Partial Cash Alternative is conditional upon the Schemebecoming effective. The Partial Cash Alternative will be financed by certain investments to be madeby 3i QPE in Hydrogen as referred to in paragraph 12 below. The full terms ofthe Partial Cash Alternative will be set out in the Scheme Document. 4 Hydrogen Shareholder approvals and re-admission to AIM The Acquisition constitutes a reverse takeover for Hydrogen pursuant to Rule 14of the AIM Rules. Accordingly, the Proposals are conditional on the approval ofthe Acquisition by a majority of Hydrogen Shareholders voting at the HydrogenEGM and the passing of resolutions at the Hydrogen EGM to increase theauthorised share capital of Hydrogen, to give the directors of Hydrogenauthority to allot such shares and to disapply statutory pre-emption rights inrelation to the proposed issue of New Hydrogen Shares and the Convertible Notesin Hydrogen to 3i QPE under the 3i QPE Arrangements. In addition, the Proposalsare conditional on independent Hydrogen Shareholders passing the WhitewashResolution at the Hydrogen EGM in connection with the 3i QPE Arrangements asreferred to in paragraph 5 below. The directors of Hydrogen and the other Founder Hydrogen Shareholders haveirrevocably undertaken to vote in favour of the resolutions to be proposed atthe Hydrogen EGM (other than the Whitewash Resolution, on which they are noteligible to vote) in respect of their own beneficial holdings of, in aggregate,19,344,900 Hydrogen Shares which represent approximately 85.2 per cent. of theexisting issued share capital of Hydrogen as at 19 December 2007, being thelatest practicable date prior to the release of this Announcement. In addition,undertakings to vote (or procure the vote) in favour of the resolutions to beproposed at the Hydrogen EGM have been received from other Hydrogen Shareholdersin respect of 1,722,758 Hydrogen Shares in aggregate, representing approximately7.6 per cent. of Hydrogen's existing issued ordinary share capital. Furtherdetails of the irrevocable undertakings are set out in paragraph 8 and Appendix3. Hydrogen will publish the Admission Document in respect of the Enlarged Groupand will make an application to the London Stock Exchange for admission of theExisting Hydrogen Shares and the New Hydrogen Shares to trading on AIM. It isexpected that admission will become effective and that trading in the ExistingHydrogen Shares and the New Hydrogen Shares will commence on AIM on or shortlyafter the Effective Date. The Admission Document is expected to be posted to Imprint Shareholders and(together with notice of the Hydrogen EGM) to Hydrogen Shareholders in lateJanuary 2008. 5 Code Whitewash Resolution relating to the 3i QPE Arrangements Under Rule 9 of the Code, any person or group of persons acting in concert whoacquires 30 per cent. or more of the voting rights in a public company isnormally required by the Panel to make a mandatory offer for all the remainingequity capital of the company. As a result of the 3i QPE Arrangements and the Partial Offer, it is possiblethat (following conversion of the Convertible Notes) 3i QPE will hold over 30per cent. (but less than 50 per cent.) of the issued share capital of Hydrogen.The Panel has agreed to waive the requirement for a Rule 9 offer to be made forHydrogen by 3i QPE as a result of any future conversion or conversions of theConvertible Notes, subject to the approval of an ordinary resolution to beproposed at the Hydrogen EGM, the passing of which will require a simplemajority voting on a poll. Only independent Hydrogen Shareholders (being thoseother than the Hydrogen directors and the other Founder Hydrogen Shareholders)will be permitted to vote on the Whitewash Resolution. The Acquisition isconditional, inter alia, on the passing of this ordinary resolution at theHydrogen EGM. Irrevocable undertakings to vote (or procure the vote) in favour of theWhitewash Resolution at the Hydrogen EGM have been received from independentHydrogen Shareholders in respect of 1,722,758 Hydrogen Shares representingapproximately 51.2 per cent. of Hydrogen's existing issued ordinary sharecapital entitled to vote on the Whitewash Resolution. 6 Recommendation from the Imprint board The board of Imprint, which has been so advised by Altium, considers the termsof the Acquisition to be fair and reasonable. In providing its advice, Altiumhas taken into account the commercial assessments of the directors of Imprint. Accordingly, the directors of Imprint will unanimously recommend that ImprintShareholders vote in favour of the Scheme at the Court Meeting and theresolutions to be proposed at the Imprint EGM. The directors of Imprint havegiven irrevocable undertakings to Hydrogen to vote (or procure the vote) infavour of the Scheme and such resolutions (to the extent they are able to do so)in respect of their own legal and beneficial holdings of Imprint Shares on thebasis set out in paragraph 8 below. 7 Recommendation from the Hydrogen board in respect of theProposals The directors of Hydrogen will unanimously recommend that Hydrogen Shareholdersvote in favour of the resolutions relating to the Proposals at the Hydrogen EGM.The directors of Hydrogen have given irrevocable undertakings to vote (orprocure the vote) in favour of such resolutions (other than those on which theyare not entitled to vote) in respect of their own legal and beneficial holdingsof Hydrogen Shares on the basis set out in paragraph 4 above. 8 Irrevocable undertakings and letters of intent from ImprintShareholders As referred to above, Hydrogen has received irrevocable undertakings to vote (orprocure the vote) in favour of the Scheme at the Court Meeting and theresolutions to be proposed at the Imprint EGM from the directors of Imprint inrespect of 439,701 Imprint Shares in aggregate, representing approximately 1.15per cent. of Imprint's entire existing issued ordinary share capital. Theseundertakings are conditional on the current offer by OPD for Imprint lapsing orbeing withdrawn or the directors of Imprint otherwise being released fromsimilar undertakings already given to OPD in respect of their holdings ofImprint Shares. In addition, undertakings to vote (or procure the vote) in favour of the Schemeat the Court Meeting and the resolutions to be proposed at the Imprint EGM havebeen received from other Imprint Shareholders representing approximately 23.7per cent. of Imprint's existing issued ordinary share capital. Hydrogen has also received letters of intent to support the Scheme from ImprintShareholders representing approximately 9.0 per cent. of Imprint's existingissued ordinary share capital. Such undertakings and letters of intent, taken together with the undertakingsfrom the directors of Imprint relate, in aggregate, to 12,978,409 Imprint Sharesrepresenting approximately 33.9 per cent. of the existing issued ordinary sharecapital of Imprint. Further details of the irrevocable undertakings are set out in Appendix 3. 9 Information relating to Imprint Imprint, whose shares are admitted to trading on AIM, was founded in 2001 and isan international recruitment business providing a range of services tomulti-national companies, from contingency to search, across multiple industriesand locations. It has a network of offices in the UK, Europe, the Middle-Eastand the Asia- Pacific region. Imprint's service offerings are split into the following core business streams: Accreate Accreate, which Imprint acquired in September 2005, was founded in 2001. Itprovides financial recruitment solutions to blue-chip clients within commerceand industry, financial services and professional services sectors in Ireland,on both a permanent and temporary basis at all levels from graduates todirectors. ECHM ECHM specialises in financial recruitment into blue-chip corporate clients andglobal accountancy practices across the UK and the Netherlands. ECHM focuses onclients in commerce and industry, professional service firms and the publicsector. Imprint Search and Selection Imprint Search and Selection provides search, selection, project resourcing andinterim executive recruitment solutions to clients ranging from privateequity-backed start-ups to FTSE 100 companies across the commerce and industryand professional services sectors. The business has offices in the UK and Tokyo. iQ selection iQ selection was acquired by Imprint in July 2006 and provides recruitmentservices to clients and candidates in the Gulf region. iQ selection operates outof offices in Dubai. Morgan McKinley Morgan McKinley was acquired by Imprint in April 2005 and operates from officesin London, Amsterdam, Edinburgh, Hong Kong, Tokyo, Singapore and Sydney. MorganMcKinley offers permanent, temporary, contract, campaign, contingency, retainedand search recruitment solutions in the financial and banking sector. WoodHamill WoodHamill provides executive search for senior front office financial servicesand board level commerce and industry appointments. It operates out of officesin London, Dubai, Hong Kong and Singapore. In the financial year ended 31 December 2006, Imprint reported revenues of £80.1million, net fee income of £44.9 million, profit before tax of £9.1 million,gross assets of £59.6 million and net assets of £47.5 million. For the six monthperiod ended 30 June 2007, Imprint reported profit before tax of £5.3m (sixmonth period ended June 2006: £5.0m) and basic earnings per share fromcontinuing operations of 10.7 pence (six month period ended June 2006: 9.5pence). As at 30 June 2007, Imprint had net assets of £53.6m (30 June 2006:£45.9m) and net cash of £4.9m (30 June 2006: £1.3m). On 23 November 2007, Imprint announced that it had agreed the terms of thedisposal of the London and Windsor based WoodHamill and Imprint Search andSelection branded divisions of the Imprint Group (the "Search & SelectionBusinesses") by Imprint Consulting Limited (a subsidiary of Imprint) to RedgravePartners LLP ("Redgrave"), an entity owned and controlled by Brian Hamill, theformer Chief Executive Officer of Imprint, for a net profit estimated to beapproximately £2.3 million (the "Disposal"). Completion of the Disposal willtake place with effect from close of business on 31 December 2007 and until suchtime Brian Hamill has undertaken to run the Search & Selection Businesses in theordinary course. Certain assets of the Search & Selection Businesses, includingthe majority of its debtors, accrued income and cash, are excluded from theDisposal and will be retained by the Imprint Group which is expected to benefitfrom further cash inflows as these balances are collected. The debtor andaccrued income balances of the Search & Selection Businesses were estimated bythe Imprint board to be approximately £3.0 million at the time the Disposal wasannounced. In addition, on 6 December 2007, Imprint announced that it had completed thesale of the business and assets of its regional recruitment operations inBirmingham, Manchester and Leeds (the "Northern Business") to Calton ConsultingLtd, a company controlled by David Colgrave, the former Imprint Group operationsdirector for the region. Imprint Consulting Limited received a nominal sum forthe goodwill in the Northern Business and the first instalment of an annual£200,000 licence fee payable for the use of associated intellectual property.Total licence fees of £800,000 are payable in this regard. The sale included thebook debts and work in progress of the Northern Business for which payment wasin part made at completion with the balance becoming payable upon realisation. 10 Information relating to Hydrogen Hydrogen is a public limited company registered in England, whose shares areadmitted to trading on AIM. The Hydrogen Group was formed in 2005 when two of the UK's fastest growingrecruitment firms, PRO and Partners Group, were brought together by the existingmanagement team of Hydrogen to create a platform to maximise opportunities inthe professional recruitment marketplace. Hydrogen provides a mix of contract and permanent placements to both thefinancial services market (which represented approximately 54 per cent. ofHydrogen's total net fee income for the year ended 31 December 2006) and thecommerce and industry markets. Hydrogen operations cover finance, IT, law, HR,audit and sales recruitment trading under the names of Finance Professionals,Commerce Partners, Project Partners, Target Partners, HR Professionals, AuditProfessionals, Law Professionals, Eurisko Research and Reflect. The board of Hydrogen believes that Hydrogen is positioned in the gap betweenstandard volume recruiters and low volume executive search and selection firms,providing clients with a high speed of response, whilst delivering the focus andexpertise of specialist consultancies. Hydrogen services over 700 blue chip andsmaller corporate clients including UBS, BSkyB, Aviva Group and CarphoneWarehouse. For the year ended 31 December 2006, Hydrogen reported revenues of £82.9 million(14 September to 31 December 2005: £10.8 million), net fee income of £28.1million (14 September to 31 December 2005: £3.8 million), operating profit of£5.8 million (14 September to 31 December 2005: £0.8 million), profit before taxof £5.1 million (14 September to 31 December 2005: £0.8 million) and basicearnings per share from continuing operations of 16.3 pence (14 September to 31December 2005: 4.0 pence). For the six month period ended 30 June 2007, Hydrogenreported net fee income of £16.9 million (2006: £13.9 million) profit before taxof £3.9 million (2006: £2.8 million) and basic earnings per share fromcontinuing operations of 12.0 pence (2006: 9.6 pence). As at 30 June 2007,Hydrogen had net assets of £27.8 million (2006: £18.7 million) and net debt of£9.8 million (2006: £8.8 million). 11 Information relating to 3i QPE 3i QPE is a listed, Jersey incorporated, closed-end investment company which is49.5 per cent. owned by 3i and its connected persons. 3i QPE's investmentadviser is 3i Investments plc. In June 2007, 3i QPE raised approximately £400million from its initial listing on the Official List. Its broad policy is toacquire influential or controlling stakes in listed companies. The investment objective of 3i QPE is to grow the capital value of its listedquoted investments over the medium term, principally through the application ofprivate equity techniques and methodologies in its investment process and in theactive ownership of its holdings. 3i QPE is not seeking to acquire all of the issued Hydrogen Shares. Having followed Hydrogen's recent strong operational performance, 3i QPE hasconcluded that Hydrogen provides an attractive opportunity to invest in abroadly based and international group operating in the global recruitmentsector. 12 The 3i QPE Arrangements Under the Proposals, 3i QPE has agreed to subscribe for 2,724,225 New HydrogenShares at a price of 238.6 pence per share with an aggregate subscription valueof £6.5 million, and to subscribe for £14.0 million in aggregate of ConvertibleNotes to be issued by Hydrogen, in each case conditional on the Scheme becomingeffective. The Convertible Notes will carry a coupon of 8.5 per cent. per annum on theprincipal and accreted amount, accreting quarterly, payable in kind for thefirst three years of their term. Thereafter they will carry a coupon of 7.5 percent. on the principal and accreted amount, accreting quarterly, payable in cashfor the remaining two years until conversion or redemption on the date which isfive years after the Effective Date. The Convertible Notes will, at the optionof 3i QPE, be convertible at any time during their term into a maximum of7,551,660 new ordinary shares of 1 pence each in Hydrogen in aggregate (assumingfull conversion of the Convertible Notes and subject to adjustments) at a priceof 238.6 pence per share. In addition, in connection with the Proposals, 3i QPE will make a partial cashoffer to Hydrogen Shareholders to acquire 4,191,115 existing Hydrogen Shares,further details of which are set out in paragraphs 23 to 31 of this Announcementbelow. The Proposals are not in any way conditional on the Partial Offer beingmade by 3i QPE or on such Partial Offer becoming wholly unconditional. Following the Scheme becoming effective and successful completion of the PartialOffer, it is envisaged that 3i QPE will hold between 28.6 per cent. and 34.4 percent. of the Enlarged Issued Share Capital (depending on the number of ImprintShareholders who elect to receive the Partial Cash Alternative and assuming fullconversion of the Convertible Notes). The table set out in Appendix 5 details the potential shareholdings of theFounder Hydrogen Shareholders and 3i QPE in the Enlarged Group in certaincircumstances following completion of the Acquisition and Partial Offer. Hydrogen, 3i QPE and the Founder Hydrogen Shareholders have entered or willenter into various agreements to document the terms of the 3i QPE Arrangementsand the rights and obligations of the parties during the course of 3i QPE'sproposed investment in Hydrogen. These documents include a SubscriptionAgreement pursuant to which 3i QPE has, subject to certain limited conditions,agreed to subscribe for New Hydrogen Shares and the Convertible Notes and tomake the Partial Offer, as well as a Relationship Deed between Hydrogen and 3iQPE which, in view of 3i QPE's potential shareholding in Hydrogen, will set outcertain rights and obligations of 3i QPE going forward. In addition, 3i QPE andthe Founder Hydrogen Shareholders will enter into an Investment Agreement whichwill set out certain rights and obligations between them as shareholders ofHydrogen. The Relationship Deed will provide, amongst other things, that, for so long as3i QPE or its associates continue to hold Hydrogen Shares and / or ConvertibleNotes representing at least 15 per cent. of the issued share capital of Hydrogen(assuming full conversion of the Convertible Notes), 3i QPE will be entitled toappoint one director to the board of Hydrogen. Further details of the proposedcomposition of the board of the Enlarged Group are set out in paragraph 15below. Hydrogen also intends to invite an additional 3i QPE representative tothe board of the Enlarged Group. For a period of 181 days following the date of the Subscription Agreement(except in relation to the Scheme, the 3i QPE Arrangements and certain otherexceptions) no member of the Hydrogen Group will, without the prior writtenconsent of 3i QPE, amongst other things, directly or indirectly issue, sell,purchase or otherwise transfer or dispose of any Hydrogen Shares. Additionally,for so long as 3i QPE or its associates continues to hold Hydrogen Shares and /or Convertible Notes representing at least 15 per cent. of the issued sharecapital of Hydrogen (assuming full conversion of the Convertible Notes),Hydrogen will not be permitted to allot or issue any Hydrogen Shares to a thirdparty if that would result in (a) such person holding more Hydrogen Shares than3i QPE, other than as a result of a pre-emptive share issue or with the priorwritten approval of 3i QPE or (b) 3i QPE being diluted below 15 per cent. unless3i QPE consents, elects to subscribe for sufficient additional Hydrogen Shares,or chooses to have the 15 per cent. threshold reduced to the relevant dilutedlevel. The terms of the Investment Agreement will include, inter alia, mutual tag-alongrights between 3i QPE and the Founder Hydrogen Shareholders in respect of anyproposed transfer or series of transfers of over five per cent. of the fullydiluted share capital of Hydrogen (assuming full conversion of the ConvertibleNotes) by 3i QPE or the Founder Hydrogen Shareholders (as the case may be),subject to certain limitations and exceptions. Furthermore, in respect of anysuch transfer of Hydrogen Shares by 3i QPE or the Founder Hydrogen Shareholdersat any time after 31 March 2011 in circumstances where the annual investorreturn to 3i QPE is or would be 30 per cent. or more, mutual drag-along rightswill apply between 3i QPE and the Founder Hydrogen Shareholders, subject tocertain limitations and exceptions. In respect of any such transfer of HydrogenShares by 3i QPE or the Founder Hydrogen Shareholders in circumstances where theannual investor return to 3i QPE is or would be less than 30 per cent., mutualpre-emption rights will apply between 3i QPE and the Founder HydrogenShareholders, subject to certain limitations and exceptions. These rights andobligations will subsist in relation to each Founder Hydrogen Shareholder and 3iQPE until such time as he or it no longer holds any Hydrogen Shares (or, in thecase of 3i QPE, Convertible Notes) in Hydrogen. Also under the terms of the Investment Agreement, each of the Founder HydrogenShareholders will agree to certain lock-up arrangements whereby they willundertake to 3i QPE that, for the period from the Effective Date until either 1April 2011 (in the case of those Founder Hydrogen Shareholders who are directorsor employees of Hydrogen) or until 1 April 2010 (in the case of the otherFounder Hydrogen Shareholders), they will not, subject to certain exceptions(including their acceptance of the Partial Offer), sell or otherwise dispose oftheir shares in Hydrogen. During the last year of these respective lock-uparrangements, each Founder Hydrogen Shareholder will be permitted to sell up to25 per cent. of his original holding of shares in Hydrogen subject to certainorderly market arrangements. Pursuant to the terms of the Subscription Agreement, Hydrogen has agreed not toamend, vary, supplement or waive any Condition without the prior consent of 3iQPE save as otherwise required by the Panel. Further details of the terms of the 3i QPE Arrangements and the relateddocumentation will be set out in the Scheme Document and Admission Document. 13 Background to and reasons for the Proposals The Hydrogen board believes that Hydrogen and Imprint are highly complementary.In particular, it believes that the Enlarged Group would create a leading UKfinance and accounting recruiter with the potential for targeting additionalclients and addressing existing clients more effectively. Hydrogen stronglybelieves the combined businesses would provide more stable earnings andcashflow, with a balance of earnings between disciplines and approximately 2,000active working contractors. Imprint's seven international (Dubai, Dublin, Amsterdam, Hong Kong, Tokyo,Singapore and Sydney) offices currently operate predominantly within the financeand accounting market and Hydrogen intends, if the Acquisition is completed, toroll out its sales, legal, HR and technology businesses into these offices whichHydrogen expects will provide opportunities for cross-selling and to buildcritical mass. The board of Hydrogen believes the Enlarged Group would: - have a market leading proposition, that would facilitate theattraction of new staff and be well positioned to enhance its internationalpresence; - have a leading senior management team within the UK recruitmentsector; - be one of the largest professional recruitment businesses in theLondon market in terms of headcount; - have an increased critical mass in the UK finance and accountingrecruitment sector; - maintain a disciplined framework to grow further a broad range ofmarket leading brands; and - be well placed to benefit from the combination of a sound balancesheet and the involvement of 3i QPE in growing its business both organically andthrough further selective acquisitions. The board of Hydrogen anticipates that, within the Enlarged Group, there will bematerial potential for cost savings and synergies to be realised over time. In addition, the board of Hydrogen believes that these Proposals would, ifimplemented, provide direct and increased access for the Enlarged Group to thestrategic, operational and financial advice and support available from 3i QPEand its investment adviser, 3i Investments, going forward. The team at 3iInvestments, which advises 3i QPE, comprises a dedicated and experienced teamwith strong complementary skills and years of operational and transactionalexperience. Furthermore, they have a deep understanding of a number of sectors,including recruitment, supported by their access to 3i's international networkand resources. 14 Management and employees of Imprint Hydrogen's current plans do not involve any material change to the conditions ofemployment of Imprint's employees, nor are there any current plans to change theprincipal locations of Imprint's businesses. 15 Board structure for the Enlarged Group On completion of the Acquisition, it is intended that Ishbel Macpherson, thesenior non-executive director of Hydrogen, would become non-executive Chairmanof the Enlarged Group and that Richard Segal (nominated by 3i QPE) and StephenHill (a partner in the 3i Investment team which advises 3i QPE) would beappointed to the board in a non-executive capacity. In addition, it isanticipated that the Enlarged Group board would be strengthened by, inter alia,the appointment of a finance director and a further independent non-executivedirector. 16 Current trading and prospects of the Enlarged Group Imprint On 11 October 2007, Imprint announced a trading update which contained thefollowing statement: "After encouraging trading in July and August, the Group's results for the monthof September 2007 were materially below the Board's expectations. Uncertaintiesregarding the future ownership of the Company have impacted the Group's abilityto retain and recruit consultants, particularly within its search and selectionbusinesses. The Board believes that this, along with weaker growth prospects incertain parts of the Group's Asian business, will mean that the Group will notbe able to return to its previous growth path during the final quarter of thecurrent year." As highlighted in paragraph 9 above, on 23 November 2007, Imprint announced theterms of the disposal of its Search & Selection Businesses to Redgrave. Redgrave has indicated that the Search & Selection Businesses will vacate thepremises leased by Imprint at 2 Sheraton Street, London WC2 (the "SheratonStreet Property") soon after completion of the Disposal. The lease on theSheraton Street Property has an unexpired term of eight and a half years at acurrent annual rent of approximately £465,000. Whilst Imprint is activelyinvestigating its options with regard to the future of the Sheraton StreetProperty, the Imprint Board has been advised that it would be prudent to make anonerous lease provision in this regard. The Imprint board notes that the Search & Selection Businesses have continued tounder-perform into November and December and it is expected that theircontribution to the overall performance of the Imprint Group in 2007 will belower than anticipated at the time of the announcement of the Disposal. Inaddition, the Imprint board has noted that growth in certain sectors of therecruitment market moderated in the latter part of the current year, but doesnot expect this to have had more than a marginal impact on the Imprint Group'sfull year outturn. With effect from 1 January 2008, the Imprint Group's service offering will focuson mid-level contingent recruitment within the international financial services,commerce and industry, professional services and public sector markets, whilstretaining its executive search presence across Asia Pacific and Dubai. Hydrogen Hydrogen's interim results announcement of 11 September 2007 included thefollowing statement: "Trading in the second half of the year has started well and in line with theBoard's expectations and our brands continue to show strong growth. We wereparticularly pleased with the performance of our Sydney office, launched earlierthis year. Representing Commerce Partners, the office focuses on local marketand candidate flow, to and from Australia. "Whilst the current uncertainty in the debt market has resulted in lower jobflow for some of our teams in this sector, overall activity across the businessremains high underlining the importance of our diversified business model. Themajority of the niche markets on which we focus continue to experience highdemand for specialist candidates, underpinned by demographics and increasedlegislative and regulatory change." Since 11 September 2007, trading has continued to be in line with the Hydrogenboard's expectations. Enlarged Group As set out above, the Hydrogen and Imprint businesses focus on similar areas ofthe UK recruitment market and have aligned strategies for addressing the UK andinternational markets. The Hydrogen board believes that the combination of thesetwo businesses represents a compelling strategic fit and anticipates that therewould be material potential for cost savings and synergies, over and above costsavings associated with Imprint's current public company status. The board of Hydrogen considers that, subject to the satisfactory completion ofthe disposal by Imprint of the Search & Selection Businesses, assuming fulltake-up of the Partial Cash Alternative, taking into account the benefit of anysynergies and assuming the Acquisition was to be completed on 1 January 2008,the Acquisition should, on a fully diluted basis, be broadly earnings neutral inthe year to 31 December 2008. This should not be interpreted to mean that Hydrogen's earnings per share willnecessarily be greater, or less, than in its preceding financial year. 17 Imprint Share Schemes Participants in the Imprint Share Schemes will be contacted regarding the effectof the Proposals on their rights under these schemes and appropriate proposalswill be made to such participants in due course. Further details of these proposals will be set out in the Scheme Document. 18 Financing arrangements in relation to the Acquisition The cash payable by Hydrogen under the Partial Cash Alternative will be financedby the investments to be made by 3i QPE in Hydrogen under the 3i QPEArrangements as referred to in paragraph 12 above. Dresdner Kleinwort has confirmed that it is satisfied that sufficient resourcesare available to Hydrogen to satisfy the cash consideration payable under theProposals in full. 19 Implementation Agreement Imprint and Hydrogen have entered into the Implementation Agreement, whichcontains certain assurances from Imprint in relation to the proposedimplementation of the Scheme. Further information regarding the Implementation Agreement will be set out inthe Scheme Document. 20 Inducement fees As an inducement to Hydrogen agreeing to commit time and personnel to theimplementation of the Proposals, Imprint has agreed to pay Hydrogen a break feeequal to the lower of (i) £432,096 which amounts to approximately one per cent.of the aggregate value of the Acquisition (based on the price at which 3i QPEproposes to subscribe for Hydrogen Shares under the 3i QPE Arrangements and theentire issued and to be issued ordinary share capital of Imprint fully dilutedfor the exercise of all outstanding options granted under the Imprint ShareSchemes with an exercise price below 110 pence); and (ii) one per cent. of thevalue of the Acquisition (assuming a 100 per cent. take up of the Partial CashAlternative) by reference to the Closing Price of a Hydrogen Share on the dateon which the event giving rise to the payment of the break fee occurs (aftertaking account only of those share options in respect of Imprint Shares whoseexercise price is less than 110 pence and based on their "see through value" inaccordance with Panel Practice Statement 15), (plus VAT, in each case, to theextent that it is fully recoverable by Imprint) if: (a) a competing proposal is announced (other than in relation to thesale by the Imprint Group of the Northern Business or the Search & SelectionBusinesses): (i) for the proposed acquisition of 50 per cent. or more of the issuedordinary share capital of Imprint; (ii) which is a scheme of arrangement between Imprint and some or all of itsmembers under section 425 of the Act, the effect of which is to vest control ofImprint in a third party; (iii) which is a transaction whereby a third party seeks to acquire all orsubstantially all of the businesses of the Imprint Group; (iv) which is a combination of all of the businesses of the Imprint Group withany other person or businesses; or (v) which is a joint venture relating to substantially all of the businessesof the Imprint Group, in each case by anyone other than Hydrogen (or anyone connected with orotherwise acting in concert with Hydrogen) (a "Competing Proposal"),irrespective of whether such Competing Proposal is recommended by the ImprintBoard, and, thereafter, the Acquisition lapses or otherwise fails and suchCompeting Proposal or any Competing Proposal which is subsequently announcedbecomes wholly unconditional or is otherwise consummated; or (b) the recommendation of the Acquisition by the Imprint Board iswithdrawn or modified in a manner which is adverse to the likelihood of theAcquisition becoming or being declared unconditional in all respects orotherwise being consummated and thereafter the Acquisition is not made, lapsesor otherwise fails to complete. No break fee is payable by Imprint under the inducement fee agreement: (a) in the event that Hydrogen has, with the prior written consent ofthe Panel, modified the terms of the Acquisition in a manner which is materiallyadverse to the Imprint Shareholders; or (b) if, in the period following the making of this Announcement andending on the earlier of the announcement of a Competing Proposal and the lapse,expiry or withdrawal of the Acquisition, the Closing Price of a Hydrogen Sharefalls at any time below 200 pence. Under the inducement fee agreement, Hydrogen has agreed to pay a comparable feeto Imprint if: (a) Hydrogen Shareholders fail to pass the requisite resolutions at theHydrogen EGM to approve (i) the Acquisition as a reverse acquisition under theAIM Rules; (ii) the issue of the Convertible Notes and the allotment of the NewHydrogen Shares; and (iii) the Whitewash Resolution; or (b) the subscription by 3i QPE for New Hydrogen Shares and theConvertible Notes pursuant to the Subscription Agreement is not made inaccordance with the terms thereof as a consequence of a default under or breachof such agreement by Hydrogen. No such fee is payable by Hydrogen to Imprint in circumstances where a break feeis first payable by Imprint to Hydrogen or a firm intention to make an offerwhich is at a value higher than that proposed by Hydrogen is announced by athird party but that competing offer is not recommended by the Imprint board. As an inducement to 3i QPE agreeing to commit time and personnel to theimplementation of the 3i QPE Arrangements and Partial Offer, Hydrogen has agreedto pay 3i QPE an amount equal to 20 per cent. of any break fee which Hydrogenitself receives from Imprint in relation to the Proposals should the Scheme notbecome effective on or before 30 April 2008. 21 Disclosure of interests in Imprint Shares Save as disclosed below, as at 19 December 2007, 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 (see note 1). In view of the requirements of confidentiality, it has not been possible toascertain all of the interests and dealings in Imprint Shares of all relevantpersons who may be deemed by the Panel to be acting in concert with Hydrogen forthe purposes of the Proposals. Enquiries of such parties will be made as soon aspracticable following the date of this Announcement and any such additionalinterest(s) or dealing(s) will be discussed with the Panel and, if appropriate,will be disclosed to Imprint Shareholders in the Scheme Document or announced ifso requested by the Panel. 22 Structure of the Acquisition It is intended that the Acquisition will be effected by means of a Courtsanctioned scheme of arrangement between Imprint and the Scheme Shareholdersunder section 425 of the Act, the provisions of which will be set out in full inthe Scheme Document. The Scheme will involve a Reduction of Capital. The purpose of the Scheme is to provide for Hydrogen to become the owner of thewhole of the issued and to be issued share capital of Imprint. This will beachieved by the cancellation of the Scheme Shares and the application of thereserve arising from such cancellation in paying up in full the number of newImprint Shares which have an aggregate nominal value equal to that of theImprint Shares thereby cancelled and issuing the same to Hydrogen and/or itsnominee(s). Scheme Shareholders will then be entitled to receive New HydrogenShares and/or cash (where valid elections are made under the Partial CashAlternative) on the basis set out in paragraphs 2 and 3 of this Announcement. The Scheme will include a reorganisation of the share capital of Imprintwhereby, in accordance with the terms of the Scheme, the Scheme Shares will besubdivided and reclassified into A shares and B shares in proportion to SchemeShareholders' respective entitlements under the Scheme to New Hydrogen Sharesand cash taking into account valid elections under the Partial Cash Alternative.The share capital reorganisation will take effect at the Reorganisation RecordTime from which point A shares will carry the right to receive the relevantamount of New Hydrogen Shares and B shares will carry the right to receive therelevant amount of cash. Upon the Scheme becoming effective, the A shares and Bshares will be cancelled and Scheme Shareholders issued with New Hydrogen Sharesand paid cash in proportion to their holdings of A shares and B sharesrespectively. No temporary documents of title will be issued in respect of Ashares or B shares. If for any reason the Scheme does not become effective, theshare capital reorganisation described above will not take effect (or will bereversed) and Imprint Shareholders will hold such number of Imprint Shares asthey held at the Reorganisation Record Time. To become effective, the Scheme requires, amongst other things, the approval bya majority in number of independent Scheme Shareholders representing at leastthree-fourths in value of the Scheme Shares voted, either in person or by proxy,at the Court Meeting, the passing of a special resolution approving theReduction of Capital at the Imprint EGM and the sanction of the Court at theCourt Hearings. Tim Smeaton, Dan Church and Barnaby Parker who all hold ImprintShares will not be entitled to vote at the Court Meeting. In addition, the approval of a requisite majority of Hydrogen Shareholders atthe Hydrogen EGM will be required to approve the Acquisition pursuant to Rule 14of the AIM Rules and to pass resolutions at the Hydrogen EGM to increase theauthorised share capital of Hydrogen, to give the directors of Hydrogenauthority to allot such shares and to disapply statutory pre-emption rights inrespect of the issue of shares and Convertible Notes to 3i QPE under the 3i QPEArrangements. In addition, the approval of independent Hydrogen Shareholderswill be required to pass the Whitewash Resolution referred to in paragraph 5above. As well as requiring the sanction of the Court, the Scheme is also subject tothe Conditions and certain further terms referred to in Appendix 1 to thisAnnouncement and to be set out in the Scheme Document. The Scheme will become effective in accordance with its terms on delivery ofoffice copies of the Court Orders to the Registrar of Companies and, in relationto the Reduction Court Order, the registration of such order by the Registrar ofCompanies. Upon the Scheme becoming effective, it will be binding on all SchemeShareholders, irrespective of whether or not, being entitled to do so, theyattended or voted at the Court Meeting or the Imprint EGM. Prior to the Scheme becoming effective, applications will be made to the LondonStock Exchange for the trading of Imprint Shares on AIM to be cancelled. Thelast day of dealings in, and for registration of transfers of, Imprint Shares isexpected to be the day of the Scheme Court Hearing and at the close of businesson that date the trading of Imprint Shares on AIM will be temporarily suspended.No transfers of Imprint Shares will be registered after this date, other thanthe registration of Imprint Shares released, transferred or issued under theImprint Share Schemes after the Scheme Court Hearing and prior to theReorganisation Record Time and the issue of new Imprint Shares to Hydrogen inaccordance with the Scheme. Cancellation of admission to trading of ImprintShares on AIM will take effect on the Effective Date. In addition, on theEffective Date, share certificates in respect of Imprint Shares will cease to bevalid and entitlements to Imprint Shares held within the CREST system will becancelled. It is proposed that, following the Scheme becoming effective, Imprintwill be re-registered as a private company. In accordance with Rule 14 of the AIM Rules, trading of Existing Hydrogen Shareson AIM will be cancelled with effect from close of business on the Business Dayimmediately preceding the Effective Date. Application will be made for theExisting Hydrogen Shares and the New Hydrogen Shares to be re-admitted totrading on AIM with effect from 8.00 a.m. on the Effective Date or as soon aspossible thereafter. If the Scheme becomes effective, Hydrogen (and/or its nominee(s)) will acquireImprint Shares fully paid and free from all liens, equitable interests, charges,encumbrances and other third party rights of any nature whatsoever and togetherwith all rights attaching to them including the right to receive and retain alldividends and distributions (if any, other than as contemplated by the Scheme)declared, made or payable after the Effective Date. Further details of the Scheme will be contained in the Scheme Document which itis expected will be posted to Imprint Shareholders as soon as reasonablypracticable and in any event within 28 days of this Announcement or such periodas may otherwise be agreed with the Panel. It is expected that the Scheme willbecome effective by the end of March 2008. A detailed timetable will be includedin the Scheme Document. 23 The Partial Offer for Hydrogen Shares by 3i QPE 3i QPE will offer to acquire, on the terms and subject to the conditions set outbelow and to be set out in the Partial Offer Document and the Form ofAcceptance, 4,191,115 Hydrogen Shares from Hydrogen Shareholders on thefollowing basis: for each Hydrogen Share 238.6 pence in cash The 4,191,115 Hydrogen Shares for which the Partial Offer will be made representapproximately 18.5 per cent. of the Hydrogen Shares currently in issue. ThePartial Offer will extend to any Hydrogen Shares unconditionally allotted orissued pursuant to the exercise of options under the Hydrogen Share Schemesprior to the close of business on the Business Day immediately preceding thedate on which the Partial Offer becomes unconditional as to acceptances (or suchearlier date as 3i QPE may, with the consent of the Panel, decide) (the "PartialOffer Record Date"). Hydrogen Shareholders may accept the Partial Offer in respect of any number oftheir existing Hydrogen Shares or none at all. Subject to the Partial Offerbecoming or being declared unconditional in all respects, acceptances will bemet in full to the extent that they are for up to the Relevant Percentage of aHydrogen Shareholder's registered holding of Hydrogen Shares at the PartialOffer Record Date, being 18.5 per cent. (based on the Hydrogen Shares currentlyin issue). Any Hydrogen Shares tendered in excess of those representing theRelevant Percentage of such accepting Hydrogen Shareholder's holding will beaccepted from each Hydrogen Shareholder in the same proportion to the extentnecessary to enable 3i QPE to acquire 4,191,115 Hydrogen Shares pursuant to thePartial Offer. Any further excess tenders of Hydrogen Shares will not beaccepted. Further details of the scaling down provisions are set out at part Bof Appendix 4 to this Announcement. 3i QPE will draw to the attention of Hydrogen Shareholders in the Partial OfferDocument (and any subsequent documents or announcements relating to the PartialOffer issued during the offer period) their rights to accept the Partial Offerand of the importance of being entered on the register of members of Hydrogen atthe Partial Offer Record Date in order to be able to participate in the PartialOffer. In accordance with the City Code, the Partial Offer cannot become unconditionalas to acceptances unless acceptances are received for at least the full numberof Hydrogen Shares for which the Partial Offer is made. The Partial Offer will be subject to the conditions and further terms set out inAppendix 4 to this Announcement and to be set out in the Partial Offer Documentand the Form of Acceptance. 24 Background to and reasons for the Partial Offer 3i QPE is making the Partial Offer to enable it, when taken in conjunction withthe Proposals, to secure a sufficient economic interest in the Enlarged Groupwhich is consistent with 3i QPE's strategy as detailed in paragraph 11 above. The structure of the Partial Offer also allows Hydrogen Shareholders the abilityto crystallise value in respect of a portion of their holding in Hydrogen,whilst retaining the majority of their interest in the Enlarged Group. 25 Hydrogen recommendation in relation to the Partial Offer On the basis that the Partial Offer is a pre-requisite to 3i QPE's investment inthe Enlarged Group and given the benefits of a combination of Imprint andHydrogen, the Hydrogen board considers the Partial Offer to be in the bestinterests of Hydrogen Shareholders. The board of Hydrogen, which has been so advised by its financial adviserDresdner Kleinwort, considers the terms of the Partial Offer to be fair andreasonable. In providing its advice to the board of Hydrogen, Dresdner Kleinworthas taken into account the commercial assessments of the directors of Hydrogen. 26 Financing arrangements in relation to the Partial Offer The consideration payable under the Partial Offer will be financed through 3iQPE's internal cash resources. Hawkpoint has confirmed that it is satisfied that sufficient cash resources areavailable to 3i QPE to satisfy the consideration payable under the Partial Offerin full. 27 Irrevocable undertakings from Hydrogen Shareholders in respect ofthe Partial Offer 3i QPE has received irrevocable undertakings in respect of the Partial Offerfrom the Founder Hydrogen Shareholders in respect of 4,191,115 Hydrogen Shares,representing in aggregate approximately 18.5 per cent. of Hydrogen's existingissued ordinary share capital (and accordingly in respect of the full number ofshares required to meet the acceptance condition to the Partial Offer). Suchelections will, under the Partial Offer, be scaled back as appropriate to theextent that any other Hydrogen Shareholders validly elect for the Partial Offer.The irrevocable undertakings given by Founder Hydrogen Shareholders to acceptthe Partial Offer also include certain warranties for the benefit of 3i QPE. Inaddition, Ishbel Macpherson has undertaken not to accept the Partial Offer inrespect of her entire shareholding of 21,552 Hydrogen Shares, representingapproximately 0.1 per cent. of Hydrogen's issued ordinary share capital. Allsuch irrevocable undertakings remain binding for so long as the Partial Offer iscapable of acceptance. In light of the irrevocable undertakings outlined in this paragraph, the PartialOffer will become unconditional as to acceptances upon receipt of all validacceptances pursuant to such undertakings. Further details of the irrevocable undertakings are set out in Appendix 3. 28 Hydrogen Share Schemes The Partial Offer will extend to any Hydrogen Shares issued or unconditionallyallotted prior to the Partial Offer Record Date as a result of the exercise ofoptions granted under the Hydrogen Share Schemes. 29 3i QPE's holdings in Hydrogen Save as disclosed herein in relation to the 3i QPE Arrangements, as at 19December 2007 (the Business Day immediately prior to the date of thisAnnouncement), neither 3i QPE nor any of its directors, nor, to the best of 3iQPE's knowledge and belief, any person acting in concert with 3i QPE, owned orcontrolled any Hydrogen Shares or had any options to purchase any HydrogenShares or had entered into any derivative referenced to securities of Hydrogenwhich remain outstanding. Save as disclosed herein, the persons acting, or deemed to be acting, in concertwith 3i QPE for the purposes of the Partial Offer include subsidiaries of 3iQPE, directors and certain employees of 3i QPE, 3i and its subsidiaries, fundsmanaged by and/or advised by 3i Investments or any other subsidiary of 3i andcertain specific directors, officers and employees of 3i, 3i Investments and 3iplc (including members of the investment committee of 3i Investments). 30 Further details of the Partial Offer The Partial Offer will be conditional on: (a) 3i QPE receiving valid acceptances for not less than 4,191,115Hydrogen Shares; and (b) the Scheme becoming effective in accordance with its terms. Full details of these conditions are set out in Appendix 4. The Hydrogen Shares will be acquired by 3i QPE pursuant to the Partial Offerfully paid and free from all liens, charges, equities, encumbrances, rights ofpre-emption and any other third party rights of any nature whatsoever andtogether with all rights attaching thereto, including voting rights and theright to receive all dividends or other distributions declared, paid or madeafter the date hereof. 31 Overseas Hydrogen Shareholders The availability of the Partial Offer to Hydrogen Shareholders who are notresident in the United Kingdom may be affected by the laws of the relevantjurisdictions. In particular, as described in Appendix 4, the Partial Offer willnot be made directly or indirectly into the United States, Australia, Canada orJapan. The availability of the Partial Offer to Hydrogen Shareholders who arenot resident in the United Kingdom may be affected by the laws of the relevantjurisdictions. Hydrogen Shareholders who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements. 32 Documentation The Scheme Document setting out the details of the Proposals and the proceduresto be followed to approve the Scheme, together with the forms of proxy for eachof the Meetings and a form of election relating to the Partial Cash Alternative,will be posted to Imprint Shareholders and, for information only, toparticipants in the Imprint Share Schemes as soon as practicable and in anyevent within 28 days of this Announcement or such period as may otherwise beagreed with the Panel. The Admission Document, will be posted to Imprint Shareholders and (togetherwith notice of the Hydrogen EGM) to Hydrogen Shareholders, in late January 2008. The Partial Offer Document and the Form of Acceptance will be posted to HydrogenShareholders and, for information only, to participants in the Hydrogen ShareSchemes around the time of the Imprint EGM. This period has been agreed with thePanel in order to align the timing of the Partial Offer with the proposedtimetable for the Scheme. 33 General This Announcement does not constitute an offer or an invitation to purchase anysecurities. The Acquisition will be subject to the requirements of the City Code and will beon the terms and subject to the Conditions set out herein and in Appendix 1 andto be set out in the Scheme Document. The Scheme Document will include fulldetails of the Scheme, together with notices of the Court Meeting and theImprint EGM and the expected timetable. It will be accompanied by forms of proxyfor each of the Meetings and a form of election relating to the Partial CashAlternative. In deciding whether or not to vote in favour of the Scheme inrespect of their Imprint Shares, Scheme Shareholders should rely on theinformation contained in, and follow the procedures described in, the SchemeDocument, relevant forms of proxy and the form of election. The Partial Offer will be subject to the requirements of the City Code. Theconditions and certain further terms of the Partial Offer are set out inAppendix 4 to this Announcement and will be set out in the Partial OfferDocument. The Partial Offer Document will include full details of the PartialOffer, together with the expected timetable. It will be accompanied by the Formof Acceptance. In deciding whether or not to accept the Partial Offer in respectof their Hydrogen Shares, Hydrogen Shareholders should rely on the informationcontained in, and follow the procedures described in, the Partial Offer Documentand Form of Acceptance. As at 7.00 a.m. (London time) on 20 December 2007 (the date of thisAnnouncement), Imprint had 38,323,538 ordinary shares of 1 pence each in issue(ISIN number GB0030417058). As at 7.00 a.m. (London time) on 20 December 2007 (the date of thisAnnouncement), Hydrogen had 22,708,337 ordinary shares of 1 pence each in issue(ISIN number GB000B1DJTV45). The bases and sources of certain financial information contained in thisAnnouncement are set out in Appendix 2. Certain terms used in this Announcement are defined in Appendix 6. Enquiries:Hydrogen Group plc Telephone: 020 7240 2500Ian TempleTim SmeatonDresdner Kleinwort (Financial adviser to Hydrogen) Telephone: 020 7623 8000Chris TrenemanRob DawsonOriel Securities (NOMAD and broker to Hydrogen) Telephone: 020 7710 7600David ArchLuke WebsterHudson Sandler (Financial PR adviser to Hydrogen) Telephone: 020 7796 4133Kate Hough3i Investments (Investment adviser to 3i QPE) Telephone: 020 7975 3190Jennifer LetkiHawkpoint (Financial adviser to 3i QPE) Telephone: 020 7665 4500Simon GlucksteinVinay GhaiImprint Telephone: 020 7557 7222John Gordon (Chairman) Telephone: 07860 622 631Colin WebsterAltium (Rule 3 and financial adviser and broker to Imprint) Telephone: 020 7484 4040Ben ThorneTim RichardsonMaitland (Financial PR adviser to Imprint) Telephone: 020 7379 5151Neil BennettTom Siveyer 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 Proposals will be made solely through the Scheme Documentwhich will contain the full details, terms and conditions of the Proposals,including details of how to vote in respect of the Scheme. Imprint Shareholdersare advised to read carefully the formal documentation relating to the Proposalsonce it has been despatched. The Partial Offer will be made solely through thePartial Offer Document which will contain the full details, terms and conditionsof the Partial Offer, including details of how to accept the Partial Offer.Hydrogen Shareholders are advised to read carefully the formal documentationrelating to the Partial Offer once it has 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 Proposals and the Partial Offer and will not be responsible to anyoneother than Hydrogen for providing the protections afforded to clients ofDresdner Kleinwort or for providing advice in relation to the Proposals, thePartial Offer or any other matters referred to in this Announcement. 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 Proposals and will not be responsible to anyone otherthan Hydrogen for providing the protections afforded to clients of OrielSecurities nor for providing advice in relation to the Proposals or any othermatters referred to in this Announcement. Altium, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Imprint and no one else inconnection with the Proposals and will not be responsible to anyone other thanImprint for providing the protections afforded to clients of Altium nor forproviding advice in relation to the Proposals or any other matters referred toin this Announcement. Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for 3i QPE and no one elsein connection with the Proposals and the Partial Offer and will not beresponsible to anyone other than 3i QPE for providing the protections affordedto clients of Hawkpoint nor for providing advice in relation to the Proposals,the Partial Offer or any other matters referred to in this Announcement. Imprint Shareholders in overseas jurisdictions The availability of the Proposals and the release, publication or distributionof this Announcement to Imprint Shareholders who are not resident in andcitizens of the United Kingdom may be affected by the laws of the relevantjurisdictions in which they are located or of which they are citizens. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements. Further details in relation to Overseas Shareholderswill be contained in the Scheme Document. Any failure to comply with suchapplicable requirements may constitute a violation of the securities laws of anysuch jurisdictions. 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. Hydrogen Shareholders in overseas jurisdictions The Partial Offer will not be made, directly or indirectly, in or into, or bythe use of the mails or any means of instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerceof, or any facilities of a national securities exchange of the United States,Australia, Canada or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of, registration thereof in, suchjurisdiction or to, or for the account or benefit of, any United States,Australian, Canadian or Japanese person. Accordingly, except as required byapplicable law, copies of this Announcement are not being, and must not be,mailed or otherwise forwarded, distributed or sent in, into or from the UnitedStates, Australia, Canada or Japan. Persons receiving this Announcement(including without limitation nominees, trustees or custodians) must notforward, distribute or send it into the United States, Australia, Canada orJapan. The availability of the Partial Offer to Hydrogen Shareholders who are notresident in the United Kingdom may be affected by the laws of the relevantjurisdictions. Hydrogen Shareholders who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements. 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 Proposals, the expected timing and scope of the Proposals and the PartialOffer, strategic options and all other statements in this Announcement otherthan 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-lookingstatements involve risk and uncertainty because they relate to events and dependon circumstances that will occur in the future. There are a number of factorsthat could cause actual results and developments to differ materially from thoseexpressed or implied by such forward-looking statements. These factors include,but are not limited to, the satisfaction of the conditions to the Proposals, aswell as additional factors, such as changes in economic conditions, changes inthe level of capital investment, success of business and operating initiativesand restructuring objectives, customers' strategies and stability, changes inthe regulatory environment, fluctuations in interest and exchange rates, theoutcome of litigation, government actions and natural phenomena such as floods,earthquakes and hurricanes. Other unknown or unpredictable factors could causeactual results to differ materially from those in the forward-lookingstatements. Undue reliance should not therefore be placed on the forward-lookingstatements. None of Imprint, Hydrogen and 3i QPE undertakes any obligation toupdate publicly or revise forward-looking statements, whether as a result of newinformation, 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 1 CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE PROPOSALS 1. The Proposals will be conditional upon the Scheme becomingunconditional and being effective by not later than 30 April 2008 or such laterdate (if any) as Hydrogen and Imprint may, subject to the City Code and/or withthe consent of the Panel, agree and (if required) the Court may approve. The Scheme will be conditional upon, and accordingly thenecessary actions to make the Scheme become effective will only be taken upon: (a) approval of the Scheme by a majority in number,representing 75 per cent. or more in value, of the Scheme Shareholders who arepresent and voting, either in person or by proxy, at the Court Meeting; (b) the resolution(s) set out in the notice of theImprint EGM being duly passed by the requisite majority or majorities at theImprint EGM; (c) the sanction of the Scheme and the confirmation ofthe Reduction of Capital by the Court (in either case, with or withoutmodification but subject to such modification being acceptable to Hydrogen andImprint), the delivery for registration to the Registrar of Companies of officecopies of the Court Orders and of the minute confirming the Reduction of Capitaland, in the case of the Court Order confirming the Reduction of Capital,registration of such Court Order by him; (d) the resolutions set out in the notice of theHydrogen EGM relating to the Proposals (including the Whitewash Resolution)being duly passed by the requisite majority or majorities at the Hydrogen EGM;and (e) permission having been granted by the London StockExchange to admit the Existing Hydrogen Shares and New Hydrogen Shares totrading on AIM. 2. In addition, Hydrogen and Imprint have agreed that, subject asstated in paragraph 4 below, application to the Court to sanction the Scheme andto confirm the Reduction of Capital will not be made unless the Conditions inparagraphs 1(a), (b), (d) and (e) above have been fulfilled and, immediatelyprior to the hearing of the claim form to sanction the Scheme (or anyadjournment of such hearing), the following conditions are satisfied or waived: (a) no government or governmental, quasi-governmental,supranational, statutory, regulatory or investigative body, authority, court,trade agency, association or institution or professional or environmental bodyor any other similar person or body whatsoever in any relevant jurisdiction(each a "Third Party") having decided to take, institute, implement or threatenany material action, proceedings, suit, investigation, enquiry or reference orhaving required any material action to be taken or information to be provided orotherwise having done anything or having made, proposed or enacted any statute,regulation, order or decision or having done anything which would or mightreasonably be expected to: (i) make the Proposals or theirimplementation, or the Acquisition void, illegal or unenforceable in anyjurisdiction, or otherwise directly or indirectly restrain, prohibit, restrict,prevent or delay the same or impose additional conditions or financial or otherobligations with respect thereto, or otherwise challenge or interfere therewithto an extent in any such case which is material in the context of the Proposals; (ii) require, prevent or delay thedivestiture or alter the terms envisaged for any proposed divestiture byHydrogen or any member of the Wider Hydrogen Group of any Imprint Shares or ofany shares in a member of the Wider Imprint Group; (iii) require, prevent or delay thedivestiture or alter the terms envisaged for any proposed divestiture by anymember of the Wider Hydrogen Group or by any member of the Wider Imprint Groupof all or any material portion of their respective businesses, assets orproperty, or (to an extent which is material in the context of the Proposals orthe Wider Imprint Group concerned taken as a whole) impose any limit on theability of any of them to conduct their respective businesses (or any of them)or to own or control any of their respective assets or properties or any partthereof; (iv) impose any material limitation on, orresult in any material delay in, the ability of any member of the Wider HydrogenGroup to acquire, hold or exercise effectively, directly or indirectly, all orany rights of ownership of Imprint Shares or any shares or securitiesconvertible into Imprint Shares or to exercise voting or management control overany member of the Wider Imprint Group in any such case which is material in thecontext of the Wider Hydrogen Group; (v) save pursuant to the Proposals,require any member of the Wider Hydrogen Group and/or of the Wider Imprint Groupto acquire or offer to acquire or repay any shares or other securities in and/orindebtedness of any member of the Wider Imprint Group owned by or owed to anyThird Party; (vi) impose any material limitation on theability of any member of the Wider Hydrogen Group to integrate or co-ordinateits business, or any material part of it, with the business of any member of theWider Imprint Group; or (vii) otherwise materially and adverselyaffect any or all of the businesses, assets, prospects, profits or financial ortrading position of any member of the Wider Imprint Group or any member of theWider Hydrogen Group, and all applicable waiting and other time periods duringwhich any Third Party could institute, implement or threaten any such action,proceedings, suit, investigation, enquiry or reference under the laws of anyrelevant jurisdiction, having expired, lapsed or been terminated; (b) all necessary and material filings and applications having beenmade and all necessary waiting and other time periods (including any extensionsthereof) under any applicable legislation or regulations of any relevantjurisdiction having expired, lapsed or been terminated and all statutory orregulatory obligations in any relevant jurisdiction having been complied with ineach case as may be necessary in connection with the Proposals and theirimplementation or the Acquisition and all authorisations, orders, recognitions,grants, consents, clearances, confirmations, licences, certificates, permissionsand approvals ("Authorisations") which are material and necessary or appropriatefor or in respect of the Proposals or the Acquisition or the carrying on by anymember of the Wider Imprint Group of its business or in relation to the affairsof any member of the Wider Imprint Group having been obtained in terms and in aform reasonably satisfactory to Hydrogen from all appropriate Third Parties orpersons with whom any member of the Wider Imprint Group has entered intocontractual arrangements and all such Authorisations remaining in full force andeffect and all filings necessary for such purpose having been made and therebeing no notice or intimation of any firm intention to revoke, suspend, restrictor amend or not renew the same at the time at which the Proposals becomeotherwise unconditional; (c) except as publicly announced by Imprint on or prior to 20December 2007 through an RIS or as known by or disclosed in writing to Hydrogenor its advisers on or prior to 20 December 2007, there being no provision of anyarrangement, agreement, licence or other instrument to which any member of theWider Imprint Group is a party or by or to which any such member or any of itsrespective assets is or are or may be bound, entitled or subject which, inconsequence of the implementation of the Proposals or the Acquisition or becauseof a change in the control or management of Imprint or otherwise, couldreasonably be expected to result in (to an extent which is material in thecontext of the Wider Imprint Group taken as a whole): (i) any indebtedness or liabilitiesactual or contingent of, or any grant available to, any member of the WiderImprint Group being or becoming repayable or capable of being declared repayableimmediately or prior to its stated maturity or the ability of any such member toborrow monies or incur any indebtedness being withdrawn or inhibited or capableof being withdrawn or inhibited; (ii) the creation or enforcement of anymortgage, charge or other security interest over the whole or any part of thebusiness, property, assets or interests of any member of the Wider Imprint Groupor any such security (whenever created, arising or having arisen) being enforcedor becoming enforceable; (iii) any such arrangement, agreement,licence or instrument or the rights, liabilities, obligations, or interests ofany member of the Wider Imprint Group under any such arrangement, agreement,licence or instrument (or any arrangement, agreement, licence or instrumentrelating to any such right, liability, obligation, interest or business) or theinterests or business of any such member in or with any other person, firm,company or body being or becoming capable of being terminated or adverselymodified or adversely affected or any adverse action being taken or any onerousobligation or liability arising thereunder; (iv) any asset or interest of any member ofthe Wider Imprint Group being or falling to be disposed of or charged or ceasingto be available to any member of the Wider Imprint Group or any right arisingunder which any such asset or interest could be required to be disposed of orcharged or could cease to be available to any member of the Wider Imprint Group(in any such case, otherwise than in the ordinary course of business); (v) any member of the Wider Imprint Groupceasing to be able to carry on business under any name under which it presentlydoes so; (vi) any member of the Wider Hydrogen Groupand/or of the Wider Imprint Group being required to acquire or repay any sharesin and/or indebtedness of any member of the Wider Imprint Group owned by anyThird Party; (vii) any material change in or effect onthe ownership or use of any intellectual property rights owned or used by anymember of the Wider Imprint Group; (viii) the value or financial or tradingposition or prospects of any member of the Wider Imprint Group being prejudicedor adversely affected; or (ix) the creation of any materialliability, actual or contingent, by any such member (other than in the ordinarycourse of business), and no event having occurred which, under any provision ofany such arrangement, agreement, licence or other instrument, would bereasonably likely to result in any of the events referred to in this paragraph(c) to an extent which would be material in the context of the Wider ImprintGroup taken as a whole; (d) since 31 December 2006 and except as disclosed in Imprint'sannual report and accounts for the year ended 31 December 2006 or as known byHydrogen or disclosed by or on behalf of Imprint to Hydrogen or its advisers inwriting on or prior to 20 December 2007 or as otherwise publicly announced byImprint on or prior to 20 December 2007 through an RIS, no member of the WiderImprint Group having: (i) issued or agreed to issue orauthorised or proposed the issue of additional shares or securities of anyclass, or securities convertible into or exchangeable for shares, or rights,warrants or options to subscribe for or acquire any such shares, securities orconvertible securities (save for issues between Imprint and any of itswholly-owned subsidiaries or between such wholly-owned subsidiaries and save foroptions as disclosed to Hydrogen granted under the Imprint Share Schemes before20 December 2007 or the issue of any Imprint Shares allotted upon the exerciseof options granted before 20 December 2007 under the Imprint Share Schemes) orredeemed, purchased, repaid or reduced or proposed the redemption, purchase,repayment or reduction of any part of its share capital or any other securities; (ii) recommended, declared, made or paidor proposed to recommend, declare, make or pay any bonus issue, dividend orother distribution whether payable in cash or otherwise other than anydistribution by any wholly-owned subsidiary within the Imprint Group; (iii) save as between Imprint and itswholly-owned subsidiaries, effected, authorised, proposed or announced itsintention to propose any change in its share or loan capital which in each casewould be material in the context of the Wider Imprint Group taken as a whole; (iv) save as between Imprint and itswholly-owned subsidiaries, effected, authorised, proposed or announced itsintention to propose any merger, demerger, reconstruction, arrangement,amalgamation, commitment or scheme or any material acquisition or disposal ortransfer of assets or shares or any right, title or interest in any assets orshares or other transaction or arrangement in respect of itself or anothermember of the Wider Imprint Group in each case other than in the ordinary courseof business and which in each case would be material in the context of the WiderImprint Group taken as a whole; (v) acquired or disposed of ortransferred (other than in the ordinary course of business) or mortgaged,charged or encumbered any assets or shares or any right, title or interest inany assets or shares (other than in the ordinary course of business) orauthorised the same or entered into, varied or terminated or authorised,proposed or announced its intention to enter into, vary, terminate or authoriseany agreement, arrangement, contract, transaction or commitment (other than inthe ordinary course of business and whether in respect of capital expenditure orotherwise) which is known to be of a loss-making, long-term or unusual oronerous nature or magnitude, or which involves or is reasonably likely toinvolve an obligation of such a nature or magnitude, in each case which ismaterial in the context of the Wider Imprint Group taken as a whole; (vi) entered into any agreement, contract,transaction, arrangement or commitment (other than in the ordinary course ofbusiness) which is material in the context of the Wider Imprint Group taken as awhole; (vii) entered into any contract, transactionor arrangement which would be restrictive on the business of any member of theWider Imprint Group or the Wider Hydrogen Group or which is or is reasonablylikely to involve obligations which would be so restrictive; (viii) issued, authorised or proposed theissue of or made any change in or to any debentures, or (other than in theordinary course of business) incurred or increased any indebtedness orliability, actual or contingent, which is material in the context of the WiderImprint Group taken as a whole; (ix) been unable or admitted that it isunable to pay its debts or having stopped or suspended (or threatened to stop orsuspend) payment of its debts generally or ceased or threatened to ceasecarrying on all or a substantial part of its business or proposed or enteredinto any composition or voluntary arrangement with its creditors (or any classof them) or the filing at court of documentation in order to obtain a moratoriumprior to a voluntary arrangement or, by reason of actual or anticipatedfinancial difficulties, commenced negotiations with one or more of its creditorswith a view to rescheduling any of its indebtedness; (x) made, or announced any proposal tomake, any material change or addition to any retirement, death or disabilitybenefit or any other employment-related benefit of or in respect of any of itsdirectors, employees, former directors or former employees; (xi) entered into or varied or made anyoffer (which remains open for acceptance) to enter into or vary the terms of anyservice agreement with any director or senior executive of Imprint or anydirector or senior executive of the Wider Imprint Group save for salaryincreases, bonuses or variations of terms in the ordinary course of business; (xii) taken or proposed any corporate actionor had any proceedings started or threatened against it for its winding-up(voluntary or otherwise), dissolution, striking-off or reorganisation or for theappointment of a receiver, administrator (including the filing of anyadministration application, notice of intention to appoint an administrator ornotice of appointment of an administrator), administrative receiver, trustee orsimilar officer of all or any material part of its assets or revenues or for anyanalogous proceedings or steps in any jurisdiction or for the appointment of anyanalogous person in any jurisdiction; (xiii) made any amendment to its memorandum orarticles of association; (xiv) waived or compromised any claim orauthorised any such waiver or compromise, save in the ordinary course ofbusiness, which is material in the context of the Wider Imprint Group taken as awhole; (xv) taken, entered into or had started orthreatened against it in a jurisdiction outside England and Wales any form ofinsolvency proceeding or event similar or analogous to any of the eventsreferred to in sub-paragraphs (ix) and (xii) above; or (xvi) agreed to enter into or entered into anagreement or arrangement or commitment or passed any resolution or announced anyintention with respect to any of the transactions, matters or events referred toin this paragraph (d); in each case, to an extent or in a manner which is material in the context ofthe Wider Imprint Group taken as a whole; (e) except as publicly announced by Imprint on or prior to 20December 2007 through an RIS or known by or disclosed in writing to Hydrogen onor prior to 20 December 2007 and save as disclosed in the annual report andaccounts of Imprint for the financial year ended 31 December 2006, since 31December 2006: (i) there having been no material adversechange or deterioration in the business, assets, financial or trading positionor profits or prospects of the Wider Imprint Group taken as a whole; (ii) no material litigation, arbitrationproceedings, prosecution or other legal proceedings to which any member of theWider Imprint Group is or may become a party (whether as claimant or defendantor otherwise), and no material enquiry or investigation by or complaint orreference to any Third Party, against or in respect of any member of the WiderImprint Group, having been threatened, announced or instituted or remainingoutstanding by, against or in respect of any member of the Wider Imprint Groupin any way which is material in the context of the Wider Imprint Group taken asa whole; and (iii) no contingent or other liability ofany member of the Wider Imprint Group having arisen or become apparent orincreased which might be reasonably likely in either case to have a materialadverse effect on the Wider Imprint Group taken as a whole; (f) save as known to Hydrogen or disclosed by or on behalf ofImprint to Hydrogen or its advisers in writing on or prior to 20 December 2007Hydrogen not having discovered: (i) that any financial, business or otherinformation concerning Imprint or the Wider Imprint Group which is contained inthe information publicly disclosed at any time by or on behalf of any member ofthe Wider Imprint Group either publicly or in the context of the Proposalscontains a material misrepresentation of fact which has not, prior to 20December 2007, been corrected by public announcement through an RIS or omits tostate a fact necessary to make the information contained therein not materiallymisleading and which is, in any case, material in the context of the WiderImprint Group taken as a whole; (ii) any information which materiallyaffects (in the context of the Wider Imprint Group taken as a whole) the importof any such information as is mentioned in paragraph (f)(i); or (iii) that any member of the Wider ImprintGroup is subject to any liability, contingent or otherwise, which is notdisclosed in the annual report and accounts of Imprint for the financial yearended 31 December 2006 which is material in the context of the Wider ImprintGroup taken as a whole; (g) save as known to Hydrogen or disclosed by or on behalf ofImprint to Hydrogen or its advisers in writing on or prior to 20 December 2007Hydrogen not having discovered that there is, or is reasonably likely to be, anymaterial liability (actual or contingent) on any past or present member of theWider Imprint Group to make good repair, reinstate, or clean up any property nowor previously owned, occupied, operated or made use of by any such past orpresent member of the Wider Imprint Group, under any environmental legislation,regulation, notice, circular or order of any Third Party in any jurisdictionwhich is material in the context of the Wider Imprint Group taken as a whole. 3. The Proposals will lapse and the Scheme will not proceed if, priorto the date of the Court Meeting, the Proposals are, or any part of theProposals is, referred to the Competition Commission. 4. Subject to the requirements of the Panel, Hydrogen reserves theright to waive in whole or in part, in its discretion, all or any of theconditions contained in paragraph 2. 5. If Hydrogen is required by the Panel to make an offer for ImprintShares under the provisions of Rule 9 of the City Code, Hydrogen may make suchalterations to the terms and conditions of the Acquisition as are necessary tocomply with the provisions of that Rule. 6. Hydrogen will not invoke any condition so as to cause theAcquisition not to proceed, to lapse or to be withdrawn unless the circumstanceswhich give rise to the right to invoke the condition are of materialsignificance to Hydrogen. 7. The implementation of the Proposals will be governed by Englishlaw and be subject to the exclusive jurisdiction of the Court, to the conditionsset out above and the further terms to be set out in the Scheme Document. APPENDIX 2 SOURCES OF INFORMATION AND BASES OF CALCULATION 1. Unless otherwise stated, the financial information relating toImprint has been extracted or derived, without material adjustment, fromImprint's audited accounts and the audited consolidated financial statements forImprint for the year ended 31 December 2006. 2. Unless otherwise stated, the financial information relating toHydrogen has been extracted or derived, without material adjustment, fromHydrogen 's audited accounts and the audited consolidated financial statementsfor Hydrogen for the year ended 31 December 2006. 3. References to the existing issued share capital of Hydrogen arereferences to Hydrogen Shares in issue of 22,708,337 on 20 December 2007 (thedate of this Announcement). 4. References to the existing issued share capital of Imprint arereferences to Imprint Shares in issue of 38,323,538 on 20 December 2007 (thedate of this Announcement). 5. The value placed by the Proposals on the entire issued and to beissued share capital of Imprint in this Announcement is based upon 38,323,538Iron Shares in issue on 20 December 2007 (the date of this Announcement) and onall outstanding options and awards granted under the Imprint Share Schemes whichhave an exercise price per Imprint Share lower than the Basic Offer having beenexercised. 6. All closing share prices are taken from the Daily Official List. 7. All references to full conversion of the Convertible Notes in thisAnnouncement assume that conversion takes place after a period of three yearsfrom the date of issue of the Convertible Notes and that accordingly all PIKaccrual on the Convertible Notes has ended. APPENDIX 3 DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT 1. IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT FROM IMPRINTDIRECTORS AND SHAREHOLDERS TO VOTE IN FAVOUR OF THE SCHEME 1.1 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: 1.1.1 John Gordon 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 51,500 Imprint Shares representingapproximately 0.13 per cent. of Imprint's current issued share capital; 1.1.2 John Hunter 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 4,000 Imprint Shares representingapproximately 0.01 per cent. of Imprint's current issued share capital; 1.1.3 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 1.1.4 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. 1.2 The undertakings referred to in paragraph 1.1 above will cease tobe binding 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. 1.3 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: 1.3.1 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. 1.3.2 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. 1.3.3 Baycliffe Limited has irrevocably undertaken to vote in favour ofthe Scheme at the Court Meeting and the resolutions to be proposed at theImprint EGM in respect of 2,325,358 Imprint Shares representing approximately6.07 per cent. of Imprint's current issued ordinary share capital. 1.3.4 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. 1.4 The undertakings referred to in paragraph 1.3 above will cease tobe binding 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.. 1.5 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 3,448,340 Imprint Shares in aggregate, representing approximately 9.00 percent. of Imprint's entire existing issued ordinary share capital. Details of theletters of intent are as follows: 1.5.1 University Superannuation Scheme Limited has signed a letter ofintent 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. 1.5.2 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. 1.5.3 Pierce Casey has signed a letter of intent indicating he intendsintend to vote in favour of the Scheme at the Court Meeting and the resolutionsto be proposed at the Imprint EGM in respect of 1,261,325 Imprint Sharesrepresenting approximately 3.29 per cent. of Imprint's current issued ordinaryshare capital. 2. IRREVOCABLE UNDERTAKINGS FROM HYDROGEN SHAREHOLDERS TO VOTE INFAVOUR OF THE PROPOSALS AT THE HYDROGEN EGM 2.1 Hydrogen and 3i QPE have received irrevocable undertakings from thefollowing Founder Hydrogen Shareholders and directors of Hydrogen to vote (or toprocure the vote) in favour of the Proposals (to the extent entitled to do so)at the Hydrogen EGM in respect of 19,344,900 Hydrogen Shares in aggregate,representing approximately 85.2 per cent. of Hydrogen's current issued ordinaryshare capital. Details of these irrevocable undertakings are as follows: 2.1.1 Ian Temple has irrevocably undertaken to vote infavour of the Proposals at the Hydrogen EGM in respect of 5,077,159 HydrogenShares representing approximately 22.36 per cent. of Hydrogen's current issuedordinary share capital. 2.1.2 Tim Smeaton has irrevocably undertaken to vote infavour of the Proposals at the Hydrogen EGM in respect of 3,688,702 HydrogenShares representing approximately 16.24 per cent. of Hydrogen's current issuedordinary share capital. 2.1.3 Chris Cole has irrevocably undertaken to vote infavour of the Proposals at the Hydrogen EGM in respect of 3,936,502 HydrogenShares representing approximately 17.34 per cent. of Hydrogen's current issuedordinary share capital. 2.1.4 Barnaby Parker has irrevocably undertaken to vote infavour of the Proposals at the Hydrogen EGM in respect of 1,953,212 HydrogenShares representing approximately 8.60 per cent. of Hydrogen's current issuedordinary share capital. 2.1.5 Dan Church has irrevocably undertaken to vote infavour of the Proposals at the Hydrogen EGM in respect of 1,454,014 HydrogenShares representing approximately 6.40 per cent. of Hydrogen's current issuedordinary share capital. 2.1.6 Charles Marshall has irrevocably undertaken to votein favour of the Proposals at the Hydrogen EGM in respect of 3,213,759 HydrogenShares representing approximately 14.15 per cent. of Hydrogen's current issuedordinary share capital. 2.1.7 Ishbel Macpherson has irrevocably undertaken to votein favour of the Proposals at the Hydrogen EGM in respect of 21,552 HydrogenShares representing approximately 0.09 per cent. of Hydrogen's current issuedordinary share capital. 2.2 The undertakings referred to in paragraph 2.1 above will remainbinding in the event of a higher offer but will cease to be binding if theScheme lapses or is withdrawn (unless Hydrogen then makes a takeover offer forImprint within 14 business days). 2.3 Hydrogen has received irrevocable undertakings from other HydrogenShareholders to vote (or to procure the vote) in favour of the Proposals at theHydrogen EGM in respect of 1,722,758 Hydrogen Shares in aggregate representingapproximately 7.6 per cent. of Hydrogen's current issued ordinary share capital.Details of these irrevocable undertakings are as follows: 2.3.1 Berenberg Lux Invest S.A. has given an irrevocableundertaking to vote in favour of the Proposals at the Hydrogen EGM in respect of301,724 Hydrogen Shares. This undertaking will cease to be binding if the Schemelapses or is withdrawn (unless Hydrogen then makes a takeover offer for Imprintwithin 14 days); 2.3.2 Majedie Asset Management has given an irrevocableundertaking to vote in favour of the Proposals at the Hydrogen EGM in respect of471,034 Hydrogen Shares. This undertaking will cease to be binding if the Schemelapses or is withdrawn (unless Hydrogen then makes a takeover offer for Imprintwithin 14 days). 2.3.3 AXA Framlington Investment Management Limited hasgiven an irrevocable undertaking to vote in favour of the Proposals at theHydrogen EGM in respect of 950,000 Hydrogen Shares. This undertaking will ceaseto be binding if the Scheme lapses or is withdrawn (unless Hydrogen then makes atakeover offer for Imprint within 14 days). 2.4 The directors of Hydrogen and the Founder Hydrogen Shareholders arenot entitled to vote on the Whitewash Resolution. The Hydrogen Shareholders whohave provided the irrevocable undertakings described in paragraph 2.3 are,however, entitled to vote on the Whitewash Resolution. The Hydrogen Sharesrepresented by such undertakings represent approximately 51.2 per cent. ofHydrogen's current issued ordinary share capital which is eligible to be votedin favour of such resolution. 3. IRREVOCABLE UNDERTAKINGS FROM HYDROGEN DIRECTORS AND SHAREHOLDERSIN RELATION TO THE PARTIAL OFFER 3.1 Hydrogen and 3i QPE have received irrevocable undertakings from thefollowing Founder Hydrogen Shareholders in respect of the Partial Offer: 3.1.1 Ian Temple has irrevocably undertaken to accept the Partial Offer inrespect of 754,401 Hydrogen Shares. 3.1.2 Tim Smeaton has irrevocably undertaken to accept the Partial Offerin respect of 754,401 Hydrogen Shares. 3.1.3 Chris Cole has irrevocably undertaken to accept the Partial Offer inrespect of 754,401 Hydrogen Shares. 3.1.4 Barnaby Parker has irrevocably undertaken to accept the PartialOffer in respect of 628,667 Hydrogen Shares. 3.1.5 Dan Church has irrevocably undertaken to accept the Partial Offer inrespect of 335,289 Hydrogen Shares. 3.1.6 Charles Marshall has irrevocably undertaken to accept the PartialOffer in respect of 963,956 Hydrogen Shares. 3.2 Ishbel MacPherson has given an irrevocable undertaking not toaccept the Partial Offer in respect of any Hydrogen Shares owned by her. 3.3 The undertakings described in paragraphs 3.1 and 3.2 will remain inforce for so long as the Partial Offer is capable of acceptance. 3.4 In support of the Partial Offer each of the Founder HydrogenShareholders as listed in paragraph 3.1 has given certain warranties to 3i QPE.The elections for the Partial Offer made by each of them represent in aggregatean election for the full amount of Hydrogen Shares the subject of the PartialOffer but are subject to scaling down as a consequence of any valid acceptancesof the Partial Offer received from other Hydrogen Shareholders. APPENDIX 4 CONDITIONS AND CERTAIN FURTHER TERMS OF THE PARTIAL OFFER The Partial Offer, which will be made by 3i QPE, will comply with the applicablerules and regulations of the City Code, and will be governed by English law andwill be subject to the jurisdiction of the courts of England. The Partial Offerwill be made on the terms and conditions set out in the Partial Offer Documentand the Form of Acceptance. A. Conditions of the Partial Offer The Partial Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted,withdrawn) by not later than 3.00 p.m. on the first closing date of the PartialOffer (or such later time(s) and/or date(s) as 3i QPE may, subject to the rulesof the City Code, or, with the consent of the Panel, decide) in respect of notless than 4,191,115 Hydrogen Shares; and (b) the Scheme becoming effective in accordance with its terms. 3i QPE reserves the right to waive, in whole or in part, condition (b). 3i QPEreserves the right, subject to the consent of the Panel, to extend the timeallowed under the City Code for satisfaction of condition (a) until such time ascondition (b) has been satisfied, fulfilled or, to the extent permitted, waived. The Partial Offer will lapse unless condition (b) is fulfilled or waived or,where appropriate, has been determined by 3i QPE in its reasonable opinion to beor to remain satisfied by no later than 21 days after the later of the firstclosing date of the Partial Offer and the date on which the Partial Offerbecomes unconditional as to acceptances, or (in each case) such later date as 3iQPE may, with the consent of the Panel, decide. 3i QPE shall be under noobligation to waive or treat as satisfied condition (b) by a date earlier thanthe latest date specified above for the satisfaction thereof, notwithstandingthat the other condition to the Partial Offer may at such earlier date have beenwaived or fulfilled or satisfied and that there are at such earlier date nocircumstances indicating that such condition may not be capable of fulfilment orsatisfaction. The Partial Offer will lapse if it is referred to the Competition Commissionbefore 3.00 p.m. on the first closing date of the Partial Offer and the date onwhich the Partial Offer becomes or is declared unconditional as to acceptances,whichever is the later. If the Partial Offer so lapses the Partial Offer willcease to be capable of further acceptance and accepting Hydrogen Shareholdersand 3i QPE will cease to be bound by acceptances received before the time whenthe Partial Offer lapses. If 3i QPE is required by the Panel to make an offer for Hydrogen Shares underthe provisions of Rule 9 of the City Code, 3i QPE may make such alterations tothe terms and conditions of the Partial Offer as are necessary to comply withthe provisions of that Rule. B. Certain further terms of the Partial Offer The Partial Offer will extend to any Hydrogen Shares unconditionally allotted orissued pursuant to the exercise of options granted under the Hydrogen ShareSchemes prior to the Partial Offer Record Date. The Hydrogen Shares will be acquired by 3i QPE pursuant to the Partial Offerfully paid and free from all liens, charges, equities, encumbrances, rights ofpre-emption and any other third party rights of any nature whatsoever andtogether with all rights attaching thereto, including voting rights and theright to receive all dividends or other distributions declared, paid or madeafter the date hereof. If the Partial Offer becomes or is declared unconditional in all respects andacceptances have been received in respect of more than the 4,191,115 HydrogenShares in respect of which the Partial Offer is made, the excess arising will beeliminated by the scaling down of each Hydrogen Shareholder's excess acceptanceover the Relevant Percentage of his holding of Hydrogen Shares at the PartialOffer Record Date pro rata to the total of excess acceptances so as to result in3i QPE acquiring a total of 4,191,115 Hydrogen Shares pursuant to the PartialOffer. By 8.00 a.m. on the second Business Day following closure of the PartialOffer, an announcement will be made stating the basis of such scaling down. Inrelation to any calculation involving numbers or percentages of Hydrogen Shares,3i QPE may, in its absolute discretion, round up or round down any number ofHydrogen Shares which is not a whole number, provided that all HydrogenShareholders are treated on the same basis. APPENDIX 5 POTENTIAL SHAREHOLDINGS IN THE ENLARGED GROUP Assuming no take up of the Partial Offer by Hydrogen Shareholders other than theFounder Hydrogen Shareholders the potential shareholdings in the Enlarged Groupwould be as follows:Pre-conversion of the FULL ELECTION FOR PARTIAL CASH NO ELECTION FOR PARTIAL CASHConvertible Notes ALTERNATIVE ALTERNATIVE No. of shares No. of sharesIan Temple 4,322,758 12.5% 4,322,758 10.0%Tim Smeaton 2,934,301 8.5% 2,934,301 6.8%Chris Cole 3,182,101 9.2% 3,182,101 7.4%Barnaby Parker 1,324,545 3.8% 1,324,545 3.1%Dan Church 1,118,725 3.2% 1,118,725 2.6%Charles Marshall 2,249,803 6.5% 2,249,803 5.2%Non Founder Hydrogen 3,384,989 9.8% 3,384,989 7.9%Shareholders3i QPE 6,915,340 20.0% 6,915,340 16.0%Imprint Shareholders 9,075,787 26.3% 17,667,151 41.0%TOTAL 34,508,349 100.0% 43,099,713 100.0% Post-conversion of the FULL ELECTION FOR PARTIAL CASH NO ELECTION FOR PARTIAL CASHConvertible Notes ALTERNATIVE ALTERNATIVE No. of shares % No. of shares %Ian Temple 4,322,758 10.3% 4,322,758 8.5%Tim Smeaton 2,934,301 7.0% 2,934,301 5.8%Chris Cole 3,182,101 7.6% 3,182,101 6.3%Barnaby Parker 1,324,545 3.1% 1,324,545 2.6%Dan Church 1,118,725 2.7% 1,118,725 2.2%Charles Marshall 2,249,803 5.3% 2,249,803 4.4%Non Founder Hydrogen 3,384,989 8.0% 3,384,989 6.7%Shareholders3i QPE 14,467,000 34.4% 14,467,000 28.6%Imprint Shareholders 9,075,787 21.6% 17,667,151 34.9%TOTAL 42,060,009 100.0% 50,651,373 100.0% APPENDIX 6 DEFINITIONS The following definitions apply throughout this Announcement unless the contextrequires otherwise."3i" 3i Group plc"3i Investments" 3i Investments plc, a wholly owned subsidiary of 3i"3i QPE" 3i Quoted Private Equity Limited"3i QPE Arrangements" the conditional arrangements by which 3i QPE will invest in Hydrogen through a subscription for new shares and Convertible Notes to be issued by Hydrogen, further details of which are set out in this Announcement and will be contained in the Scheme Document and the Admission Document"Acquisition" the recommended acquisition of Imprint by Hydrogen by means of the Basic Offer with the Partial Cash Alternative referred to in this Announcement, to be implemented by way of the Scheme"Act" or "Companies Act" the Companies Act 1985, as amended"Admission Document" the admission document to be published by Hydrogen on or around the date of posting of the Scheme Document in connection with the proposed re-admission of Hydrogen to trading on AIM as required by Rule 14 of the AIM Rules"AIM" AIM, a market operated by the London Stock Exchange"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange"Altium" Altium Capital Limited"Announcement" this announcement made under Rule 2.5 of the City Code regarding the proposed acquisition of Imprint by Hydrogen by means of the Proposals and the proposed acquisition of Hydrogen Shares by means of the Partial Offer"Australia" the commonwealth of Australia, its territories and possessions and all areas subject to its jurisdiction and all political sub-divisions thereof"Basic Offer" the all share offer under the Proposals pursuant to which Imprint Shareholders will be entitled to receive, in respect of Imprint Shares for which no valid election for the Partial Cash Alternative has been made, New Hydrogen Shares on the basis set out in this Announcement"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business"Canada" Canada, its provinces and territories and all areas subject to its jurisdiction and all political sub-divisions thereof"City Code" or "Code" the City Code on Takeovers and Mergers"Closing Price" in relation to a share, the closing middle market quotation of such share as derived from the Daily Official List"Convertible Notes" £14,000,000 convertible notes due 2013 to be issued by Hydrogen and subscribed by 3i QPE as part of the 3i QPE Arrangements"Conditions" the conditions to the implementation of the Scheme and the Proposals which are set out in Appendix 1 to this Announcement"Court" the High Court of Justice in England and Wales or the Court of Appeal in England and Wales, as the case may be"Court Hearings" the Scheme Court Hearing and the Reduction Court Hearing"Court Meeting" the meeting of the Scheme Shareholders to be convened by order of the Court pursuant to section 425 of the Companies Act to consider and, if thought fit, approve (with or without modification) the Scheme, notice of which is to be set out in the Scheme Document, and any adjournment thereof"Court Orders" the Scheme Court Order and the Reduction Court Order"CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities generated by Euroclear UK & Ireland in accordance with the Uncertificated Securities Regulations 2001 (SI 2001 No.3755) as amended "Daily Official List" the Daily Official List of the London Stock Exchange "Dresdner Kleinwort" Dresdner Kleinwort Limited"Effective Date" the date on which the Scheme becomes effective in accordance with its terms"Enlarged Group" the Hydrogen Group as enlarged by the Acquisition"Enlarged Issued Share Capital" the issued share capital of Hydrogen as enlarged by the issue of the New Hydrogen Shares pursuant to the Proposals (assuming there is no exercise of any additional share options under the Imprint Share Schemes)"Euroclear UK & Ireland" Euroclear UK & Ireland Limited"Existing Hydrogen Shares" the issued ordinary shares of 1 pence each in the capital of Hydrogen as at close of business on the Business Day immediately preceding the Effective Date"Form of Acceptance" the form of acceptance for use in connection with the Partial Offer which will accompany the Partial Offer Document"Founder Hydrogen Shareholders" Dan Church, Chris Cole, Charles Marshall, Barnaby Parker, Tim Smeaton; and Ian Temple "Hawkpoint" Hawkpoint Partners Limited"Hydrogen" Hydrogen Group plc"Hydrogen EGM" the general meeting of Hydrogen Shareholders to be convened to vote to approve the Acquisition and other related matters and any adjournment thereof"Hydrogen Group" Hydrogen, its subsidiaries and subsidiary undertakings"Hydrogen Shares" the ordinary shares of 1 pence each in the capital of Hydrogen from time to time or, where such term is used in relation to the Partial Offer, the existing unconditionally allotted or issued and fully paid ordinary shares of 1 pence each in the capital of Hydrogen (but excluding any treasury shares held by Hydrogen) and any further such shares which are unconditionally allotted or issued and fully paid prior to the Partial Offer Record Date pursuant to the exercise of options granted under the Hydrogen Share Schemes"Hydrogen Shareholders" the holders of Hydrogen Shares from time to time or, where such term is used in relation to the Partial Offer, the holders of Hydrogen Shares who are entered on the register of members of Hydrogen at or before the Partial Offer Record Date and remain on the register of members of Hydrogen at the Partial Offer Record Date"Hydrogen Share Schemes" the Hydrogen Group Limited Enterprise Management Incentive Scheme, the Hydrogen 2007 Enterprise Management Incentive Scheme and the Hydrogen Share Incentive Plan"holder" a registered holder, including any person entitled by transmission"Implementation Agreement" the implementation agreement dated 20 December 2007 between Imprint and Hydrogen pursuant to which the parties have agreed to implement the Scheme"Investment Agreement" the conditional Investment Agreement to be entered into between 3i QPE and the Founder Hydrogen Shareholders on or around the Effective Date in connection with the 3i QPE Arrangements, further details of which will be set out in the Scheme Document and Admission Document"Imprint" Imprint Plc"Imprint EGM" the general meeting of Imprint Shareholders to be convened in connection with the Proposals and any adjournment thereof"Imprint Group" Imprint, its subsidiaries and subsidiary undertakings"Imprint Shareholders" the holders of Imprint Shares"Imprint Shares" prior to the Reorganisation Record Time, the ordinary shares of 1 pence each in the capital of Imprint and, after the Reorganisation Record Time, the shares in the capital of Imprint into which such ordinary shares are sub-divided and reclassified and any such shares not so sub-divided and reclassified, and " Imprint Share" means any one of them"Imprint Share Schemes" the Imprint plc Enterprise Management Incentive Plan, the Imprint plc 2001 Executive Share Option Plan and options (and any other equity interests) granted by the Imprint plc Employee Benefit Trust "London Stock Exchange" London Stock Exchange plc"Meetings" the Court Meeting and/or the Imprint EGM as the case may be"New Hydrogen Shares" the new ordinary shares of 1 pence each in the capital of Hydrogen to be issued by way of consideration for the Acquisition under the Basic Offer and to be issued pursuant to the Subscription Agreement as part of the 3i QPE Arrangements"Official List" the official list of the UK Listing Authority"OPD" OPD Group plc"Oriel Securities" Oriel Securities Limited"Overseas Shareholders" Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom"Panel" the Panel on Takeovers and Mergers"Partial Cash Alternative" the partial cash alternative under the Proposals pursuant to which each Imprint Shareholder may elect to receive cash on the basis set out in this Announcement in lieu of some or all of the New Hydrogen Shares to which he would otherwise become entitled under the Basic Offer"Partial Offer" the partial cash offer to be made by 3i QPE to acquire 4,191,115 Hydrogen Shares on the terms and subject to the conditions to be set out in the Partial Offer Document and the Form of Acceptance, and including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer"Partial Offer Document" the document to be posted to Hydrogen Shareholders by 3i QPE containing the terms and conditions of the Partial Offer"Partial Offer Price" 238.6 pence per Hydrogen Share"Partial Offer Record Date" the close of business on the Business Day immediately preceding the date on which the Partial Offer becomes unconditional as to acceptances (or such earlier date as 3i QPE may, with the consent of the Panel, decide)"PIK" payment-in-kind notes"Proposals" the Acquisition, the 3i QPE Arrangements, the Scheme and the other matters to be considered at the Meetings and the Hydrogen EGM including, where the context requires any subsequent revision, variation, extension or renewal of such Proposals"Reduction Court Hearing" the hearing at which the Court's confirmation of the Reduction of Capital will be sought"Reduction Court Order" the order of the Court confirming under section 137 of the Act the Reduction of Capital"Reduction of Capital" the reduction of Imprint's share capital pursuant to section 135 of the Act, involving the cancellation and extinguishing of the Scheme Shares provided for by the Scheme"Registrar of Companies" the Registrar of Companies of England and Wales"Regulatory Information Service" or "RIS" any of the services set out in Appendix 3 to the Listing Rules made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000"Relationship Deed" the conditional Relationship Deed to be entered into on or around the Effective Date between Hydrogen and 3i QPE in connection with the 3i QPE Arrangements, further details of which will be set out in the Scheme Document and Admission Document."Relevant Percentage" the figure (expressed as a percentage) which is calculated by dividing 4,191,115 by the aggregate number of Hydrogen Shares"Reorganisation Record Time" 6.00 p.m. on the date on which the Scheme Court Order is delivered to the Registrar of Companies for registration"Scheme" or "Scheme of Arrangement" the proposed scheme of arrangement under section 425 of the Companies Act between Imprint and Scheme Shareholders referred to in this Announcement, with or subject to any modification, addition thereto or condition approved or imposed by the Court and agreed to by Imprint and Hydrogen"Scheme Court Hearing" the hearing at which the Court's sanction of the Scheme will be sought under section 425 of the Act"Scheme Court Order" the order of the Court sanctioning the Scheme under section 425 of the Act"Scheme Document" the document to be posted to Imprint Shareholders and others containing, inter alia, the Scheme and the notices of the Meetings"Scheme Shareholders" the holders of Scheme Shares"Scheme Shares" (i) the Imprint Shares in issue at the date of the Scheme Document; (ii) any Imprint Shares issued after the date of the Scheme Document and before the Voting Record Time; and (iii) any Imprint Shares issued at or after the Voting Record Time but on or before the Reorganisation Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case other than any Imprint Shares of which any member of the Hydrogen Group or its nominee is the holder"Subscription Agreement" the conditional Subscription Agreement dated 20 December 2007 entered into between Hydrogen and 3i QPE in connection with the 3i QPE Arrangements, further details of which will be set out in the Scheme Document and Admission Document"UK Listing Authority" or "UKLA" the FSA acting in its capacity as the competent authority for listing under Part VI of the Financial Services and Markets Act 2000"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland"United States" or "US" the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia and all other areas subject to its jurisdiction"US Securities Act" the United States Securities Act of 1933, as amended"Voting Record Time" the time fixed by the Court and Imprint for determining the entitlement to vote, respectively, at the Court Meeting and the Imprint EGM as will be set out in the notices thereof"Whitewash Resolution" the resolution of Hydrogen Shareholders to be put to the Hydrogen EGM to approve the exercise of the Convertible Notes as required by the City Code"Wider Imprint Group" the Imprint Group and associated undertakings and any other body corporate, partnership, joint venture or persons in which the Imprint Group and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent"Wider Hydrogen Group" the Hydrogen Group and associated undertakings and any other body corporate, partnership, joint venture or persons in which the Hydrogen Group and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent For the purposes of this Announcement, "parent undertaking", "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have therespective meanings given thereto by the Act. All the times referred to in this Announcement are London times. References to the singular include the plural and vice versa. £ and pence means Pounds and Pence Sterling, the lawful currency of the UnitedKingdom. This information is provided by RNS The company news service from the London Stock Exchange
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