HYDG.L Regulatory News (HYDG)

15 Apr 2008 16:06

Imprint Plc15 April 2008 Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia or Japan Imprint Plc ("Imprint" or the "Company")Offer Update Introduction On 10 April 2008, the Executive of the Panel on Takeovers and Mergers (the"Panel") announced that, in accordance with Rule 32.5 of the City Code, it hadestablished an auction procedure in order to provide an orderly framework forthe resolution of the competitive situation in relation to Imprint. None of Sawbuck UK Limited ("Premier"), Hydrogen Group PLC ("Hydrogen") or OPDGroup PLC ("OPD") (together the "Offerors") announced a revised proposal inaccordance with the auction procedures and on 14 April 2008 the Panel announcedthat the auction procedure had concluded. Consequently, none of the Offerors arepermitted to revise the terms of their respective offers for Imprint or tointroduce any new alternative offer unless, under the normal provisions of theCode, a new offeror announces a firm intention to make an offer for Imprint. Summary of the Proposals Set out below is a summary comparison of the Offerors' proposals (together the"Proposals") based on the closing mid market prices of a Hydrogen ordinary share(215.0 pence) and an OPD ordinary share (168.5 pence) on 14 April 2008, the lastpracticable date prior to this announcement. Further details of the Proposalswere contained in the separate announcements made by Premier on 28 March 2008and by Hydrogen and OPD on 13 February 2008: Premier Hydrogen OPD Scheme Scheme Offer ---------- ---------- ---------- (i) Basic offer Share element n/a 99.1p 60.2p Cash element 115.0p 1.0p 36.8p ---------- ---------- ----------Total value per Imprint share 115.0p 100.1p 96.9p ---------- ---------- ---------- (ii) Partial cash alternative Share element n/a 13.6p n/a Cash element n/a 96.0p n/a ---------- ---------- ----------Total value per Imprint share n/a 109.5p n/a ---------- ---------- ---------- (iii) Full cash alternative n/a n/a 93.0p ---------- ---------- ----------Total value per Imprint share n/a n/a 93.0p ---------- ---------- ---------- All figures rounded to one decimal place Notes: 1. The aggregate value of the cash and share elements of Hydrogen'spartial cash alternative has been calculated on the basis of a full take up ofthe Hydrogen partial cash alternative by Imprint shareholders. 2. Under the terms of the Hydrogen Scheme, Imprint shareholders wouldreceive a second interim dividend of 1 pence per Imprint share (the "SecondInterim Dividend") payable by Imprint subject to the Hydrogen proposal becomingeffective. The value of the Second Interim Dividend has been included in boththe Hydrogen basic offer and the Hydrogen partial cash alternative in thecomparison shown above. 3. The aggregate amount of cash payable pursuant to the Hydrogen partialcash alternative may not exceed £37.3 million. Accordingly, the extent to whichelections for the partial cash alternative are satisfied will be dependent uponthe extent to which elections for the partial cash alternative are not made byother Imprint shareholders. If such maximum cash amount is insufficient tosatisfy all elections for the partial cash alternative, those elections will bescaled down as nearly as is practicable on a pro rata basis to the elections,with the balance of entitlements being satisfied through the Hydrogen BasicOffer. If less than 86.3 per cent. of Imprint shareholders elect to receive thepartial cash alternative in full, the full cash election can be satisfied andaccordingly each such Imprint shareholder electing for the partial cashalternative will receive 110 pence in cash per Imprint share. 4. Imprint shareholders accepting the OPD basic offer may elect toreceive new OPD shares in lieu of the cash to which they would otherwise beentitled. The satisfaction of elections made by accepting Imprint shareholdersfor new OPD shares in lieu of cash will depend on the extent to which otheraccepting Imprint shareholders make equal and opposite elections for cash. Tothe extent that elections for new OPD shares cannot be satisfied in full, theywill be scaled down on a pro rata basis. The recommendations of the Imprint Board The Imprint Board (the "Board") remains of the opinion that the Premier Schemeis superior to the proposals made by Hydrogen and OPD. In addition, the Board,which has been so advised by Altium, considers the Premier Scheme to be fair andreasonable. Accordingly, the Board continues unanimously to recommend thatImprint shareholders vote in favour of the Premier Scheme. In providing itsadvice, Altium has taken into account the Board's commercial assessment. The Board continues to recommend that Imprint shareholders do not accept the OPDOffer. Imprint shareholders who have already accepted the OPD Offer arerecommended to withdraw their acceptances. The Board withdrew its recommendation of the Hydrogen Scheme on 7 March 2008 andadjourned indefinitely the meetings relating to the Hydrogen Scheme on 12 March2008. Whilst Imprint shareholders are not required to take any further action inrespect of forms of proxy they may have returned in relation to the HydrogenScheme they should note that forms of proxy previously returned in respect ofthe Hydrogen Scheme will not apply to the Premier Scheme. Accordingly, anyImprint shareholder who wishes to vote in respect of the Premier Scheme isrequired to return the forms of proxy enclosed with the Premier scheme document,which was posted to Imprint shareholders on 8 April 2008, irrespective ofwhether or not they have previously voted on the Hydrogen Scheme. Consequences of votes and acceptances Imprint shareholders should note that, if they do not vote in favour of thePremier Scheme in sufficient numbers at the Court meeting (the "Court Meeting")and the Imprint extraordinary general meeting (the "Imprint EGM"), both convenedfor 2 May 2008, the Premier Scheme will lapse. The Board notes that it is technically possible for Imprint shareholders both tovote in favour of the Premier Scheme at the Court Meeting and the resolution tobe proposed at the Imprint EGM and to accept the OPD Offer. However, if asufficient number of Imprint shareholders were to take this course of action, itis possible that the OPD Offer could become or be declared unconditional beforethe Premier Scheme is capable of becoming effective. As the Board considers thatthe Premier Scheme is the superior proposal, it does not believe that thisresult would be in the best interests of Imprint shareholders. As a result, in order to maximise the likelihood of the Premier Scheme beingsuccessful, the Board unanimously recommends that Imprint shareholders shouldvote in favour of the Premier Scheme at the Court Meeting and the resolution tobe proposed at the Imprint EGM and that they should not accept the OPD Offer.Those Imprint shareholders who have accepted the OPD Offer are recommended towithdraw their acceptances. Enquiries: ImprintJohn Gordon (Chairman) Telephone: 07860 622 631Rob Thesiger (Chief Executive Officer) Telephone: 020 7438 3100Colin Webster (Chief Financial Officer) Altium (Rule 3 adviser and broker to Imprint) Telephone: 020 7484 4040Ben ThorneTim Richardson Maitland (PR adviser to Imprint) Telephone: 020 7379 5151Neil BennettTom Siveyer The Board accepts responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Board (which has taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Altium Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Imprint and for no-one else in connection with the Proposals and will not be responsible to anyone other than Imprint for providing the protections afforded to customers of Altium Capital Limited or for providing advice in relation thereto or any matters referred to herein. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange