HYDG.L Regulatory News (HYDG)

28 Feb 2008 12:58

Hydrogen Group PLC28 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 28 February 2008 Recommended proposals for the acquisition of Imprint Plc ("Imprint") by Hydrogen Group Plc ("Hydrogen") The Board of Hydrogen welcomes the announcements made by The Takeover PanelExecutive ("the Panel") that it has imposed a deadline of 5.00pm on 4 March 2008for Premier Group ("Premier Group") either to announce a firm intention to makean offer for Imprint under Rule 2.5 of the UK Takeover Code or announce that itdoes not intend to make an offer for Imprint and by Imprint that it hasadjourned the Imprint EGM. Hydrogen also notes that the Premier Group has been considering a possible offerfor Imprint for more than three months but has still not yet formulated anyformal, binding proposal for Imprint shareholders to consider. Hydrogen doeshowever recognise that Premier Group's possible offer may have introduced someuncertainty for Imprint shareholders and that it is in the interest of Imprintshareholders that this period of uncertainty be brought to an end as quickly aspossible. Accordingly, Hydrogen held discussions with Imprint and agreed to adjourn theImprint EGM in order to ensure that the uncertainty for Imprint shareholders asto Premier Group's intentions should not continue beyond 5.00pm on 4 March 2008. Hydrogen's proposal remains the highest formal offer for Imprint by value andthe Board of Hydrogen notes that the Board of Imprint continues unanimously torecommend the Hydrogen proposal. Accordingly, the Board of Hydrogen stronglyurges Imprint shareholders to vote in favour of its recommended offer forImprint to be effected by means of a scheme of arrangement. The Board of Hydrogen urges Imprint shareholders to complete and return theirForms of Proxy in relation to the adjourned Court Meeting and the Imprint EGM.The latest time and date for lodging of the blue Forms of Proxy in relation tothe adjourned Court Meeting and the white Forms of Proxy in relation to theadjourned Imprint EGM is now 11.00am and 11.15am respectively on 12 March 2008. Enquiries:Hydrogen Group plc Telephone: 020 7240 2500Ian TempleTim SmeatonDresdner Kleinwort (Financial adviser to Hydrogen) Telephone: 020 7623 8000Chris TrenemanRob DawsonOriel Securities (NOMAD and broker to Hydrogen) Telephone: 020 7710 7600David ArchLuke 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