HYDG.L Regulatory News (HYDG)

26 Feb 2008 18:12

Hydrogen Group PLC26 February 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 26 February 2008 Recommended proposals for the acquisition of Imprint Plc ("Imprint") by Hydrogen Group Plc ("Hydrogen") The Board of Hydrogen notes the announcement made by Premier Group today that ishas made an approach to the Board of Imprint. The Board of Hydrogen also notes that the Board of Imprint continues torecommend the Hydrogen proposal, that Premier Group's approach does notconstitute a formal, binding offer for Imprint and remains subject inter alia tofurther due diligence and the receipt of a recommendation from the Board ofImprint. There can therefore be no certainty that there will be any offerforthcoming from Premier Group or that any offer made is capable of succeeding.Hydrogen's proposal remains the highest formal offer for Imprint by value.Accordingly, the Board of Hydrogen strongly urges Imprint shareholders to votein favour of its recommended offer for Imprint to be effected by means of ascheme of arrangement and to take no further action in relation to this furtherpossible offer. In addition, Hydrogen's proposal - unlike Premier Group's possible offer -provides Imprint Shareholders with the opportunity to benefit from the strategicfit of the merged Hydrogen and Imprint groups, as well as a cash alternative forthose seeking an exit. Hydrogen's proposal, therefore, represents the proposalbest suited to the wider Imprint shareholder base. The Hydrogen Board continues to believe that Hydrogen and Imprint are highlycomplimentary and that 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. The Board of Hydrogen urges Imprint shareholders to complete and return theirForms of Proxy in relation to the Court Meeting and the Imprint EGM. The latesttime and date for lodging of the blue Forms of Proxy in relation to theadjourned Court Meeting and the white Forms of Proxy in relation to theadjourned Imprint EGM remains 11.00am and 11.15am on 27 February 2008respectively. Enquiries:Hydrogen Group plc Telephone: 020 7240 2500Ian Temple Tim Smeaton Dresdner Kleinwort (Financial adviser to Hydrogen) Telephone: 020 7623 8000Chris Treneman Rob DawsonOriel Securities (NOMAD and broker to Hydrogen) Telephone: 020 7710 7600David Arch Luke WebsterHudson 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 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