HYDG.L Regulatory News (HYDG)

6 Nov 2007 07:01

Hydrogen Group PLC06 November 2007 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 6th November 2007 Hydrogen Group Plc Possible offer for Imprint Group plc The Board of Hydrogen Group Plc ("Hydrogen") announces that it made an approachto the Board of Imprint Group plc ("Imprint") on 8 October 2007 regarding aproposed possible offer by Hydrogen for the entire issued, and to be issued,share capital of Imprint. Since then Hydrogen has undertaken extensive duediligence on Imprint. Discussions in regard to the possible offer are welladvanced, but ongoing. The key areas of Hydrogen's due diligence, includingHydrogen forming a view on Imprint's prospects for the years ending 31 December2007 and 2008, have now been substantially completed. Proposed consideration The proposed consideration is 0.461 new Hydrogen shares for each Imprint share.Based on the closing share price of Hydrogen on 5 November 2007 (the lastBusiness day prior to this announcement) of 272.5 pence, this values eachImprint share at approximately 125.6 pence. Imprint's issued and to be issued share capital would be acquired fully paid andfree from all liens, equities, charges, encumbrances, rights of pre-emption andother third party rights or interests and together with all rights now orhereafter attaching thereto, including the right to receive and retain alldividends and other distributions (if any) declared, made or paid on or afterthe date hereof, save for Imprint's interim dividend of 1.5 pence per share thatwas declared on 7 September 2007. The new Hydrogen shares would rank pari passu with the existing issued sharecapital of Hydrogen, save for the interim dividend of 2.0 pence per Hydrogenshare declared on 11 September 2007. The combined group Hydrogen believes that Hydrogen and Imprint are highly complementary. The Boardof Hydrogen believes a combined group would: - have a market leading proposition, that will facilitate the attraction of new staff and be well positioned to enhance its international presence; - have a leading senior management team within the UK recruitment sector; - benefit from a step change in scale; - be one of the largest professional recruitment businesses in the London market in terms of headcount; - have an increased critical mass in the UK finance and accounting recruitment sector; and - maintain a disciplined framework to grow further a broad range of market leading brands. In addition, the Board of Hydrogen anticipates that there is considerablepotential for cost savings and synergies to be realised over time. The Board of Hydrogen considers that, subject to the satisfactory conclusion ofthe ongoing disposals by Imprint, before taking into account the benefit of anysynergies the acquisition of Imprint should not be earnings dilutive in itsfirst year. This should not be interpreted to mean that Hydrogen's earnings per share willnecessarily be greater, or less, than in its preceding financial year. Pre-conditions to making the offer announcement The proposal is subject, inter alia, to: - the satisfactory completion of certain further limited due diligence; - the Board of Imprint recommending the above proposal; - Hydrogen being satisfied that there are suitable arrangements with regard to the ongoing disposals by Imprint; and - Imprint entering into a satisfactory break fee arrangement with Hydrogen. Hydrogen intends to approach Imprint shareholders with a view to outlining tothem the merits of the proposal. Hydrogen reserves the right to waive, in whole or part, any of the abovepre-conditions at its sole discretion. Any offer, if made, will containcustomary terms and conditions for a UK public offer. Current trading Hydrogen's interim results announcement of 11 September 2007 included thefollowing: "Trading in the second half of the year has started well and in line with theBoard's expectations and our brands continue to show strong growth. We wereparticularly pleased with the performance of our Sydney office, launched earlierthis year. Representing Commerce Partners the office focuses on local market andcandidate flow, to and from Australia. "Whilst the current uncertainty in the debt market has resulted in lower jobflow for some of our teams in this sector, overall activity across the businessremains high underlining the importance of our diversified business model. Themajority of the niche markets on which we focus continue to experience highdemand for specialist candidates, underpinned by demographics and increasedlegislative and regulatory change." Since 11 September 2007, trading has continued to be in line with the Board'sexpectations. Other Whilst the discussions are at an advanced stage, there is no certainty that anoffer will be forthcoming, even if the pre-conditions are satisfied or waived.Accordingly this announcement does not constitute a firm intention to make anoffer under Rule 2.5 of the Takeover Code. A further announcement regarding the proposal will be made when appropriate. Enquiries: Hydrogen Group plc Telephone: 020 7845 4120 Ian Temple Tim Smeaton Dresdner Kleinwort (Financial adviser to Hydrogen) Telephone: 020 7623 8000 Chris Treneman Christian Littlewood Oriel Securities (NOMAD and broker to Hydrogen) Telephone: 020 7710 7600 David Arch Luke Webster Hudson Sandler (Financial PR adviser to Hydrogen) Telephone: 020 7796 4133 Andrew Hayes Kate 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