HYDG.L Regulatory News (HYDG)

1 Feb 2008 13:02

Hydrogen Group PLC01 February 2008 1 February 2008 Recommended proposals for the acquisition of Imprint Plc ("Imprint") Further shareholder support for Hydrogen Group plc ("Hydrogen") On 29 January 2008, Hydrogen announced increased levels of support for itsrecommended proposals for the acquisition of Imprint. Since then, Hydrogen has received additional letters of intent from Imprintshareholders relating, in aggregate, to 1,107,208 Imprint shares representingapproximately 2.89 per cent. of the existing issued ordinary share capital ofImprint to vote in favour of Hydrogen's recommended proposals for theacquisition of Imprint (the "Hydrogen Acquisition"). Further details of thesenew letters are outlined in Appendix I to this announcement. The table below summaries the undertakings and letters of intent received byHydrogen from Imprint shareholders to vote in favour of, the HydrogenAcquisition and letters of support for the Hydrogen Acquisition from holders oflong CFD positions in relation to Imprint Shares ("Imprint CFDs"): Number of shares PercentageIrrevocable Undertakings 9,530,069 24.87%Letter of Intent 7,532,454 19.65%Letters of support from Imprint CFD holders 2,127,685 5.55% Based on closing prices on 31 January 2008, the last business day prior to thedate of this announcement, Hydrogen's basic all share offer (the "Basic Offer")values each Imprint ordinary share at 101 pence and the OPD Group plc offervalues each Imprint ordinary share at 58.7 pence. Assuming all Imprintshareholders elect for the Partial Cash Alternative in full, an ImprintShareholder would receive 52.2 pence in cash and 0.237 in New Hydrogen Shares,representing, in aggregate, 104.4 pence per Imprint Share. Imprint shareholders who have accepted the OPD Offer are reminded that they arenow entitled to withdraw such acceptance. Details of the procedure forwithdrawing an acceptance of the OPD offer are available from Capita Registrarson 0870 162 3121 (+44 20 8639 3399 if calling from outside the UK), between 9.00a.m. and 5.00 p.m. Monday to Friday (excluding bank or public holidays). Enquiries: Hydrogen Group plc Telephone: 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 APPENDIX I IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT TO VOTE IN FAVOUR OF, AND LETTERSOF SUPPORT FOR, THE SCHEME OF ARRANGEMENT PROPOSED BY HYDROGEN 1. On 20 December 2007, Hydrogen received irrevocable undertakings andletters of intent to vote (or procure the vote) in favour of the Scheme at theCourt Meeting and the resolutions to be proposed at the Imprint EGM from ImprintShareholders in respect of 12,978,409 Imprint Shares in aggregate, representingapproximately 33.87 per cent. of Imprint's entire existing issued ordinary sharecapital. Details of these are set out in the Scheme Document. 2. On 29 January 2008, Hydrogen announced it had received letters ofintent to vote (or procure the vote) in favour of the Scheme at the CourtMeeting and the resolutions to be proposed at the Imprint EGM from ImprintShareholders in respect of 2,976,413 Imprint Shares in aggregate, representingapproximately 7.77 per cent. of Imprint's entire existing issued ordinary sharecapital. Details of these are set out in Appendix I to the announcement made byHydrogen on 29 January 2008. 3. Hydrogen has now received additional letters of intent to vote (or toprocure the vote) in favour of the Scheme at the Court Meeting and theresolutions to be proposed at the Imprint EGM from shareholders of Imprint inrespect of 1,107,701 Imprint Shares in aggregate, representing approximately2.89 per cent. of Imprint's entire existing issued ordinary share capital.Details of the letters of intent executed since the announcement on 29 Januaryare as follows: 3.1 Guy Thomas has signed a letter of intent indicating he intends tovote in favour of the Scheme at the Court Meeting and the resolutions to beproposed at the Imprint EGM in respect of 527,000 Imprint Shares representingapproximately 1.38 per cent. of Imprint's current issued ordinary share capital. 3.2 Ronan Colleran has signed a letter of intent indicating he intends tovote in favour of the Scheme at the Court Meeting and the resolutions to beproposed at the Imprint EGM in respect of 377,641 Imprint Shares representingapproximately 0.53 per cent. of Imprint's current issued ordinary share capital. 3.3 Aberdeen Asset Managers has signed a letter of intent indicating itintends to vote in favour of the Scheme at the Court Meeting and the resolutionsto be proposed at the Imprint EGM in respect of 203,060 Imprint Sharesrepresenting approximately 0.53 per cent. of Imprint's current issued ordinaryshare capital. 4. On 29 January 2008 Hydrogen announced it had also now receivedletters of support for the Scheme from holders of Imprint CFDs in relation to2,127,685 Imprint Shares, representing in aggregate approximately 5.55 per cent.of Imprint's entire existing issued ordinary share capital. Details of these areset out in Appendix I to the announcement made by Hydrogen on 29 January 2008. 5. Each of the above undertakings, letters of intent and letters ofsupport applies whether the recommended proposals are effected by the Scheme orthrough a contractual offer. 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 apply under the provisions of Rule 8.3 of theCity 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 orHydrogen, all "dealings" in any "relevant securities" of Imprint or Hydrogen(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later than 3.30p.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