HYDG.L Regulatory News (HYDG)

7 Nov 2007 14:58

Hydrogen Group PLC07 November 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 7 November 2007 Hydrogen Group Plc Possible recommended offer for Imprint Group plc The Board of Hydrogen Group plc ("Hydrogen") notes the announcement made by OPDGroup plc ("OPD") today of a recommended offer for Imprint Group plc ("Imprint"). The Board of Hydrogen strongly urges Imprint shareholders to take no actionwith regard to the OPD offer at this point. On 6 November 2007, Hydrogen announced it had made an approach to the Board ofImprint regarding a possible recommended offer for the entire issued, and to beissued, share capital of Imprint on the basis on 0.461 new Hydrogen shares foreach Imprint share. The proposal, if made, values each Imprint share at 124.7pence based on the closing share price of Hydrogen on 6 November 2007 of 270pence. The OPD offer, based on the closing share price of OPD of 277 pence on 6November 2007, values each Imprint share at 108.9 pence, materially belowHydrogen's proposal and approximately 7 pence below the current Imprintmid-market share price of 116.25 pence. Hydrogen's proposed offer is subject to a number of pre-conditions including thesatisfactory completion of due diligence, the recommendation of the Board ofImprint and Hydrogen being satisfied that suitable arrangements are made withregard to the ongoing disposals by Imprint. As the Hydrogen and Imprint businesses focus on similar areas of the UKrecruitment market and have aligned strategies for addressing the UK andinternational markets, the Hydrogen Board believes that the combined businesseswould represent a compelling strategic fit and continues to anticipate thatthere would be considerable potential for cost savings and synergies which gobeyond cost savings relating to Imprint's current public company status. In addition, the Board of Hydrogen considers that, subject to the satisfactoryconclusion of the ongoing disposals by Imprint, before taking into account thebenefit of any synergies the acquisition of Imprint should not be earningsdilutive in its first year. This should not be interpreted to mean thatHydrogen's earnings per share will necessarily be greater, or less, than in itspreceding financial year. The Hydrogen Board notes that the offer only disclosed that shareholderundertakings to support the OPD offer have been given by the Imprint directorsand amount to less that 2% of the Imprint issued share capital. Hydrogen continues to work with Imprint and its advisers towards completing theoutstanding areas of due diligence with a view to announcing its proposal, on arecommended basis, as soon as practicable. Hydrogen is currently meeting Imprintshareholders to outline the merits of a combination of Hydrogen and Imprint. Hydrogen reserves the right to waive, in whole or part, any of the outstandingpre-conditions (as set out in the announcement by Hydrogen on 6 November 2007)attached to its proposal at its sole discretion. Whilst the discussions are at an advanced stage, there is no certainty that anoffer will be forthcoming, even if the pre-conditions are satisfied or waived.Accordingly this announcement does not constitute a firm intention to make anoffer under Rule 2.5 of the Takeover Code. Any offer, if made, will containcustomary terms and conditions for a UK public offer. A further announcement will be made when appropriate. Enquiries: Hydrogen Group plc Telephone: 020 7845 4120 Ian TempleTim Smeaton Dresdner Kleinwort (Financial adviser to Hydrogen) Telephone: 020 7623 8000 Chris TrenemanChristian Littlewood Oriel Securities (NOMAD and broker to Hydrogen) Telephone: 020 7710 7600 David ArchLuke Webster Hudson Sandler (Financial PR adviser to Hydrogen) Telephone: 020 7796 4133 Andrew HayesKate Hough This announcement does not constitute an offer to sell, or an invitation topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. Dresdner Kleinwort and Oriel Securities, who are authorised and regulated in theUnited Kingdom by the Financial Services Authority, are acting exclusively forHydrogen and for no one else in connection with the matters referred to in thisannouncement and will not be responsible to anyone other than Hydrogen forproviding the protections afforded to each of their customers in connection withthe matters referred to in this announcement. 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 or Hydrogen, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. 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. This information is provided by RNS The company news service from the London Stock Exchange