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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Imprint | LSE:IMP | London | Ordinary Share | GB0030417058 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 113.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:8586N Hydrogen Group PLC 12 February 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION For release at 5pm 12 February 2008 Increased Proposal for the acquisition by Hydrogen Group plc ("Hydrogen") of Imprint Plc ("Imprint") The Board of Hydrogen is pleased to announce the terms of its increased proposals to acquire Imprint (the "Increased Proposal") under which Imprint Shareholders will receive a second interim dividend of 1 pence in cash per Imprint Share (the "Second Interim Dividend") in addition to the Basic Offer of 0.461 New Hydrogen Shares per Imprint Share, and its announced Partial Cash Alternative. Details of the terms of the original proposals, which were recommended by the Board of Imprint, were set out in the scheme document posted to Imprint Shareholders on 16 January 2008 (the "Scheme Document"). Defined terms in this announcement have the same meaning as in the Scheme Document. 1 Terms of the Increased Proposal Under the terms of the Increased Proposal, Imprint shareholders will be entitled to receive a Basic Offer of 0.461 New Hydrogen Shares plus the Second Interim Dividend of 1 pence in cash (payable by Imprint) for each Imprint Share (the " Revised Basic Offer"). Alternatively, under the terms of the Increased Proposal, through the Partial Cash Alternative, each Imprint Shareholder will be able to elect to receive the Second Interim Dividend of 1 pence plus 110 pence in cash for each Imprint Share, in lieu of some or all of the New Hydrogen Shares to which they would otherwise have become entitled under the Basic Offer, subject to an aggregate maximum amount of cash payable under the Partial Cash Alternative of £20.5 million. The basic terms of the Increased Proposal value the entire existing issued and to be issued share capital of Imprint at approximately £39.3 million. The Revised Basic Offer represents: * a premium of approximately 11.5 per cent. to the Closing Price of 89.75 pence per Imprint Share on 11 February 2008, being the last business day Immediately prior to this announcement; and * a discount of approximately 38.7 per cent. to the Closing Price of 163.25 pence per Imprint Share on 8 August 2007, being the last Business Day prior to commencement of the offer period relating to discussions between the Independent Imprint Directors and the Imprint Management Team relating to the Alchemy Backed Approach. These discussions were terminated on 7 September 2007. The terms of the Increased Proposal described in this announcement remain subject to the Conditions and do not affect Hydrogen's intentions regarding the business of Imprint, its management, employees and locations, nor the proposals relating to the Imprint Share Schemes, each as described more fully in the Scheme Document. Imprint Shareholders will receive the Second Interim Dividend of 1 pence per Imprint Share payable by Imprint subject to the Scheme becoming effective. The Second Interim Dividend will be paid within 14 days of the Effective Date to Imprint Shareholders on the register at 4.59 pm (London Time) on the date on which the Scheme Court Order is delivered to the Registrar of Companies for registration (being the time immediately prior to the Reorganisation Record Time). Subject to their continued recommendation by the Board of Imprint at the end of the ongoing auction process, further details of the Increased Proposal will be contained in a supplementary circular which would be posted by Imprint to Imprint Shareholders as soon as reasonably practicable and in any event in advance of the EGM and Court Meeting. 2 Financing The cash payable by Hydrogen under the Partial Cash Alternative will be financed by the investments to be made by 3i QPE in Hydrogen under the 3i QPE Arrangements as described in Appendix IV of the Scheme Document. Dresdner Kleinwort has confirmed that it is satisfied that sufficient resources are available to Hydrogen to satisfy the cash consideration payable under the Proposals in full. 3 Hydrogen Shareholder approval The Acquisition constitutes a reverse takeover for Hydrogen under the AIM Rules and the Proposals are therefore conditional on approval of the Acquisition (and certain other resolutions) by the requisite majority of Hydrogen Shareholders at the Hydrogen EGM. The directors of Hydrogen and the other Founder Hydrogen Shareholders have given irrevocable undertakings to vote (or procure the vote) in favour of the resolutions at the Hydrogen EGM in respect of their own legal and beneficial holdings of Hydrogen Shares, which in aggregate amount to 19,344,900 Hydrogen Shares representing approximately 85.12 per cent. of the existing issued ordinary share capital of Hydrogen. In addition, undertakings to vote (or procure the vote) in favour of the resolutions at the Hydrogen EGM have been received from other Hydrogen Shareholders representing approximately 7.6 per cent. of Hydrogen's existing issued ordinary share capital. 4 Irrevocable undertakings, letters of intent and letters of support. The table below summarises the undertakings and letters of intent received by Hydrogen from Imprint shareholders to vote in favour of, the Hydrogen Acquisition and letters of support for the Acquisition from holders of long CFD positions in relation to Imprint Shares ("Imprint CFDs"): Number of shares Percentage Irrevocable 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% Further details of these irrevocable undertakings are set out in Appendix I to this announcement. 5 Implementation Agreement and Inducement Fee The Implementation Agreement as described in the Scheme Document remains in effect. 6 Disclosure of interests in Imprint Shares Save as disclosed below, as at 11 February 2008, being the last Business Day prior to this Announcement, neither Hydrogen nor any of its directors, nor any member of the Hydrogen Group nor, so far as Hydrogen is aware, any person acting in concert with Hydrogen, owned or controlled or had an interest in (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities), or right to subscribe for or purchase or option to acquire, or had borrowed or lent, relevant securities of Imprint or had any short position in relation to the relevant securities of Imprint (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Imprint. Tim Smeaton (who is a director of Hydrogen) currently holds 5,878 Imprint Shares. Dan Church and Barnaby Parker (each of whom are Founder Hydrogen Shareholders) hold 3,807 and 8,958 Imprint Shares respectively. 7 General Save as set out above, in all other respects, including the terms of the Partial Cash Alternative, the Increased Proposal will be subject to the Conditions and on the same terms set out in the Scheme Document. Enquiries: Hydrogen Group plc Telephone: 020 7240 2500 Ian Temple Tim Smeaton Dresdner Kleinwort (Financial adviser to Hydrogen) Telephone: 020 7623 8000 Chris Treneman Rob Dawson 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 to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Increased Proposal are made solely through the Scheme Document (and the supplementary circular to be posted to Imprint Shareholders as soon as reasonably practicable) which, along with the letter to Imprint Shareholders from the Chairman of Imprint dated 23 January 2008, will contain the full details, terms and conditions of the Increased Proposal, including details of how to vote in respect of the Scheme. Imprint Shareholders are advised to read carefully the formal documentation relating to the Increased Proposal. The Partial Offer will be made solely through the Partial Offer Document which will contain the full details, terms and conditions of the Partial Offer, including details of how to accept the Partial Offer. Hydrogen Shareholders are advised to read carefully the formal documentation relating to the Partial Offer once it has been despatched. Dresdner Kleinwort, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Hydrogen and for no one else in connection with the Increased Proposal and the Partial Offer and will not be responsible to anyone other than Hydrogen for providing the protections afforded to clients of Dresdner Kleinwort or for providing advice in relation to the Increased Proposal, the Partial Offer or any other matters referred to in this Announcement. Oriel Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Hydrogen and no one else in connection with the Increased Proposal and will not be responsible to anyone other than Hydrogen for providing the protections afforded to clients of Oriel Securities nor for providing advice in relation to the Increased Proposal or any other matters referred to in this Announcement. Imprint Shareholders in overseas jurisdictions The availability of the Increased Proposal and the release, publication or distribution of this Announcement to Imprint Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements. Further details in relation to Overseas Shareholders are contained in the Scheme Document. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions. In particular, this Announcement is not an offer of securities for sale in the United States and the New Hydrogen Shares, which will be issued in connection with the Proposals, have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the New Hydrogen Shares has been, or will be, applied for in any jurisdiction other than the UK. Accordingly, the New Hydrogen Shares are not being and may not be (unless an exemption under relevant securities laws is applicable) offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, any United States, Australian, Canadian or Japanese person. In the United States, the New Hydrogen Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Cautionary note regarding forward-looking statements This Announcement includes certain "forward-looking statements". These statements are based on the current assumptions, assessments and expectations of the management of Imprint, Hydrogen and 3i QPE and are naturally subject to risks, uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected effects on Hydrogen of the Increased Proposal, the expected timing and scope of the Increased Proposal and the Partial Offer, strategic options and all other statements in this Announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intend", " expect", "anticipate", "target", "estimate", "plan", "goal", "believe", "will", "may", "should", "would", "could" and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Increased Proposal, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Undue reliance should not therefore be placed on the forward-looking statements. None of Imprint, Hydrogen and 3i QPE undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. 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 "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 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date (or such later date(s) as the Panel may specify). If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Imprint or Hydrogen, they will be deemed to be a single person for the purposes of Rule 8.3 of the Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Imprint or Hydrogen by Imprint, Hydrogen or 3i QPE, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 of the Code to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7236 7005. APPENDIX I DETAILS OF IRREVOCABLE UNDERTAKINGS, LETTERS OF INTENT AND LETTERS OF SUPPORT 1 Hydrogen has received irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM from the directors of Imprint in respect of 439,701 Imprint Shares in aggregate, representing approximately 1.15 per cent. of Imprint's current issued ordinary share capital. These undertakings are conditional on the current offer by OPD for Imprint lapsing or being withdrawn or the directors of Imprint otherwise being released from similar undertakings already given to OPD in respect of their holdings of Imprint Shares. Details of these irrevocable undertakings are as follows: 1.1 John Gordon has given an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of a total of 51,500 Imprint Shares representing approximately 0.13 per cent. of Imprint's current issued share capital; 1.2 John Hunter has given an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of a total of 4,000 Imprint Shares representing approximately 0.01 per cent. of Imprint's current issued share capital; 1.3 Robert Thesiger has given an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of a total of 375,201 Imprint Shares representing approximately 0.98 per cent. of Imprint's current issued share capital; and 1.4 Colin Webster has given an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of a total of 9,000 Imprint Shares representing approximately 0.02 per cent. of Imprint's current issued share capital. 2.0 The undertakings referred to in paragraph 1 above will cease to be binding if a firm announcement of a competing offer for Imprint is made, the value of which, in Altium's reasonable opinion, exceeds the value of the consideration offered by Hydrogen pursuant to the Acquisition calculated as at the date of such announcement by 20 per cent. or more. 3 Hydrogen has received irrevocable undertakings to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM from other Imprint Shareholders in respect of 9,090,368 Imprint Shares in aggregate, representing approximately 23.72 per cent. of Imprint's entire existing issued ordinary share capital. Details of the irrevocable undertakings are as follows: 3.1 Artemis Investment Management Limited has irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 1,205,000 Imprint Shares representing approximately 3.14 per cent. of Imprint's current issued ordinary share capital. 3.2 Gartmore Investment Limited has irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 3,101,010 Imprint Shares representing approximately 8.09 per cent. of Imprint's current issued ordinary share capital. 3.3 Baycliffe Limited has irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 2,325,358 Imprint Shares representing approximately 6.07 per cent. of Imprint's current issued ordinary share capital. 3.4 Brian Hamill has irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 2,459,000 Imprint Shares representing approximately 6.42 per cent. of Imprint's current issued ordinary share capital. 4 The undertakings referred to in paragraph 3 above will cease to be binding if the Scheme lapses (unless Hydrogen then makes a takeover offer for Imprint within 14 days). The undertakings will, in certain circumstances, also cease to be binding if a competing offer is made for Imprint which exceeds the value of the consideration offered by Hydrogen pursuant to the Acquisition by more than 10 per cent.. 5 Hydrogen has received letters of intent to vote (or to procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM from non-director shareholders of Imprint in respect of 7,532,454 Imprint Shares in aggregate, representing approximately 19.65 per cent. of Imprint's entire existing issued ordinary share capital. Details of the letters of intent are as follows: 5.1 Pierce Casey has signed a letter of intent indicating he intends intend to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 1,261,325 Imprint Shares representing approximately 3.29 per cent. of Imprint's current issued ordinary share capital. 5.2 Morley Fund Management Limited has signed a letter of intent indicating they intend to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 1,100,000 Imprint Shares representing approximately 2.87 per cent. of Imprint's current issued ordinary share capital. 5.3 University Superannuation Scheme Limited has signed a letter of intent indicating they intend to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 1,087,015 Imprint Shares representing approximately 2.84 per cent. of Imprint's current issued ordinary share capital. 5.4 Close Investments Limited has signed a letter of intent indicating it intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 700,000 Imprint Shares representing approximately 1.83 per cent. of Imprint's current issued ordinary share capital. 5.1 Singer & Friedlander Investment Management Limited has signed a letter of intent indicating it intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 598,684 Imprint Shares representing approximately 1.56 per cent. of Imprint's current issued ordinary share capital. 5.2 Invesco Asset Management Limited has signed a letter of intent indicating it intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 570,000 Imprint Shares representing approximately 1.49 per cent. of Imprint's current issued ordinary share capital. 5.3 Guy Thomas has signed a letter of intent indicating he intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 527,000 Imprint Shares representing approximately 1.38 per cent. of Imprint's current issued ordinary share capital. 5.4 Henderson Global Investors Limited has signed a letter of intent indicating it intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 420,420 Imprint Shares representing approximately 1.10 per cent. of Imprint's current issued ordinary share capital. 5.5 Mr Shay Dalton has signed a letter of intent indicating he intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 377,641 Imprint Shares representing approximately 0.99 per cent. of Imprint's current issued ordinary share capital. 5.6 Ronan Colleran has signed a letter of intent indicating he intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 377,641 Imprint Shares representing approximately 0.99 per cent. of Imprint's current issued ordinary share capital. 5.7 New Star Asset Management Group PLC has signed a letter of intent indicating it intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 309,668 Imprint Shares representing approximately 0.81 per cent. of Imprint's current issued ordinary share capital. 5.8 Aberdeen Asset Managers has signed a letter of intent indicating it intends to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM in respect of 203,060 Imprint Shares representing approximately 0.53 per cent. of Imprint's current issued ordinary share capital. 6 Hydrogen has received letters of support for the Scheme from holders of Imprint CFDs in relation to 2,127,685 Imprint Shares, representing in aggregate approximately 5.55 per cent. of Imprint's entire existing issued ordinary share capital. Details of these are set out below: 6.1 Starlight Investments Limited, which holds 1,851,506 Imprint CFDs representing approximately 4.83 per cent. of Imprint's current issued ordinary share capital, has signed a letter of support indicating that it is strongly in favour of the Hydrogen Acquisition; it has no current intention of making arrangements to accept or procure the acceptance of the OPD Offer and that it reserves the right to make arrangements so as to enable it to vote, or to procure the voting, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM. 6.2 Pierce Casey, in addition to his 1,261,325 Imprint Shares for which he has already signed a letter of intent (as set out in the Scheme Document) holds 276,179 Imprint CFDs representing approximately 0.72 per cent. of Imprint's current issued ordinary share capital, and has signed a letter of support indicating that he is strongly in favour of the Hydrogen Acquisition; has no current intention of making arrangements to accept or procure the acceptance of the OPD Offer and that he reserves the right to make arrangements so as to enable him to vote, or to procure the voting, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Imprint EGM. This information is provided by RNS The company news service from the London Stock Exchange END OUPBLGDDSSBGGID
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