HYDG.L Regulatory News (HYDG)

22 Jan 2008 07:01

Hydrogen Group PLC22 January 2008 Hydrogen Group PLC22 January 2008 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 22 January 2008 Hydrogen Group Plc Recommended proposals for the acquisition of Imprint plc ("Imprint") by Hydrogen Group plc ("Hydrogen") Proposed adjournment of Court Meetings and Imprint EGM to approve scheme of arrangement Hydrogen notes the announcement made today by Imprint relating to theadjournment of the Imprint EGM and Court Meetings to consider Hydrogen'srecommended offer proposals for Imprint. Hydrogen, with the full support of 3iQPE Limited, confirms that it remains firmly committed to acquiring Imprint andthat it requested the Imprint Board to adjourn the relevant scheme ofarrangement meetings in order that Hydrogen can hold further discussions withImprint shareholders and carefully review its options for achieving itsobjective. Based on the closing price of a Hydrogen ordinary share of 232.5 pence on 21January 2008, the last business day prior to the date of this announcement,Hydrogen's basic all share offer (the "Basic Offer") values each Imprintordinary share at 107 pence. The terms of the Basic Offer represent a premiumof approximately 28 per cent. to the closing price on 21 January 2008 of anImprint ordinary share of 84 pence and a premium of 50 per cent. to the impliedvalue per Imprint ordinary share of the offer by OPD Group plc of 71 pence on 21January 2008. As described in the Scheme Document, Hydrogen has received undertakings andletters of intent from Imprint shareholders to vote in favour of the Hydrogenrecommended offer proposals for Imprint relating, in aggregate, to 12,978,409Imprint shares representing approximately 33.9 per cent. of the existing issuedordinary share capital of Imprint. The Board of Imprint continues unanimously to recommend the Hydrogen Scheme overthe offer from OPD Group plc. The Board of Hydrogen continues to strongly recommend that Imprint shareholders take no action with respect to the OPD offer. Enquiries: Hydrogen Group plcTelephone: 020 7845 4120Ian TempleTim Smeaton Dresdner Kleinwort (Financial adviser to Hydrogen)Telephone: 020 7623 8000Chris TrenemanRob Dawson Oriel Securities (NOMAD and broker to Hydrogen)Telephone: 020 7710 7600David ArchLuke Webster Hudson Sandler (Financial PR adviser to Hydrogen)Telephone: 020 7796 4133Andrew 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 Limited and Oriel Securities Limited, who are authorised andregulated in the United Kingdom by the Financial Services Authority, are actingexclusively for Hydrogen and for no one else in connection with the mattersreferred to in this announcement and will not be responsible to anyone otherthan Hydrogen for providing the protections afforded to each of their customersin connection with the matters referred to in this announcement. Dealing disclosure requirements under the provisions of Rule 8.3 of the CityCode, if any person is, or becomes, "interested" (directly or indirectly) in 1per cent. or more of any class of " relevant securities" of Imprint or Hydrogen,all "dealings" in any "relevant securities" of Imprint or Hydrogen (including bymeans of an option in respect of, or a derivative referenced to, any such"relevant securities") must be publicly disclosed by no later than 3.30 p.m.(London time) on the Business Day following the date of the relevanttransaction. This requirement will continue until the Effective Date (or suchlater date(s) as the Panel may specify). If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Imprint or Hydrogen, they willbe deemed to be a single person for the purposes of 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