HYDG.L Regulatory News (HYDG)

18 Mar 2008 07:01

Hydrogen Group PLC18 March 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 18 March 2008 Proposals for the acquisition of Imprint Plc ("Imprint") by Hydrogen Group Plc ("Hydrogen") Extension of Partial Cash Alternative On 13 February 2008 Hydrogen announced its increased proposals for theacquisition of Imprint, comprising the Basic Offer of 0.461 New Hydrogen Sharesfor each Imprint Share and a Partial Cash Alternative enabling ImprintShareholders to elect for 110 pence in cash for each Imprint Share, subject toan aggregate maximum amount of cash payable under the Partial Cash Alternativeof £37.3 million. Under the Hydrogen proposals, Imprint Shareholders will alsobe entitled to receive a second interim dividend of 1 pence in cash per ImprintShare. On 14 March 2008 Imprint announced the adjournment of the Imprint Court Meetingand EGM and that, if the meetings are to be reconvened, Imprint Shareholderswill be given specific notice of the revised time and date of the meetings.Hydrogen today announces that the Partial Cash Alternative has been extendeduntil 1.00pm on the date which is seven days after the date on which suchreconvened meetings may be held (or such other time and date as the Panel mayagree). The Partial Cash Alternative is conditional upon the Scheme becomingeffective. 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