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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:9522N OPD Group PLC 13 February 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO 13 February 2008 For release at 5pm Increased Offer with Full Cash Alternative and Share Election Facility by OPD Group plc for the entire issued and to be issued share capital of Imprint plc 1. INTRODUCTION Following its announcement on 11 February 2008, the Board of OPD is pleased to announce an increase in the terms of its increased offer to be made by OPD for the entire issued and to be issued share capital of Imprint not already owned by the OPD Group. The key highlights are: *Increased Offer of 5 OPD shares for every 14 Imprint shares plus 36.75 pence in cash representing a value of 95.41 pence per share based on closing mid-market prices for OPD and Imprint shares on 12 February 2008. *Full Cash Alternative of 93 pence for every Imprint Share. *Share Election Facility to allow shareholders to take shares in lieu of cash subject to equal and opposite elections for cash. *The cash offer will be financed by a £32 million revolving credit facility from Barclays Bank plc and a loan facility of £5 million from Mr Peter Hearn, the chairman of OPD. *Should all Imprint Shareholders choose to elect the Full Cash Alternative the Acquisition will be significantly earnings enhancing (before amortisation of intangible assets and one-off integration costs) in the current year. * The OPD Board believes the terms of the Increased Offer are compelling for both OPD and Imprint Shareholders and allow Imprint Shareholders the option to receive either cash in full on completion or participate in the future growth of the Enlarged Group through electing to take New OPD Shares under the Share Election Facility. The Increased Offer Document and the New Form of Acceptance will be posted to Imprint Shareholders (other than to overseas Imprint Shareholders in the circumstances permitted under the City Code or in accordance with any dispensation given by the Panel) as soon as reasonably practicable. As the Increased Offer constitutes a material change to the terms of the Acquisition under the Listing Rules OPD will be required to seek OPD Shareholders approval. A Revised Circular will be dispatched to OPD Shareholders as soon as is reasonably practicable. * The statement that the Acquisition is expected to be significantly earnings enhancing in the current year does not constitute a profit forecast and should not be interpreted to mean that the earnings per share of OPD in the financial year commencing 1 January 2008 or in any subsequent period will necessarily match or be greater than those for the relevant preceding financial period. 2. SUMMARY OF THE TERMS OF THE INCREASED OFFER The Increased Offer, which will be subject to the conditions and further terms set out in the Offer Document save as otherwise set out in this Announcement and the Increased Offer Document and New Form of Acceptance, will be made on the following basis: for every 14 Imprint Shares 5 New OPD Shares together with a cash payment of 36.75 pence per Imprint Share Fractions of New OPD Shares will not be allotted or issued to holders of Imprint Shares who accept the Increased Offer (including such holders who are deemed to accept the Increased Offer). Fractional entitlements to New OPD Shares will be aggregated and sold in the market and the net proceeds of sale distributed pro rata to the Imprint Shareholders entitled thereto, save that individual entitlements to amounts of less than £5.00 will be retained for the benefit of the Enlarged Group. The Increased Offer values the entire issued share capital and in the money share options of Imprint at approximately £37.5 million and represents: * a premium of approximately 6.0 per cent. to the Closing Price of 90 pence per Imprint Share on 12 February 2008, being the latest practicable date prior to the release of the Announcement; * a premium of approximately 16.0 per cent. to the Closing Price of 82.25 pence per Imprint Share on 11 October 2007, being the day on which Imprint announced that trading in September 2007 had been materially below the Imprint Board's expectations; and * a discount of approximately 41.6 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. Assuming acceptance of the Increased Offer in full, the maximum number of New OPD Shares that would be issued pursuant to the Increased Offer is 13,311,977, representing approximately 33.39 per cent. of the Enlarged Issued Share Capital (based on the existing issued ordinary share capital of OPD and the existing issued ordinary share capital of Imprint as at the date of this Announcement, and assuming the exercise of all outstanding options with an exercise price of less than 95.41 pence per share under the Imprint Employee Share Schemes). The New OPD Shares will rank pari passu with the existing OPD Shares, including in respect of all dividends made, paid or declared from the time they are issued and allotted. The Imprint Shares will be acquired pursuant to the Increased Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights now and hereafter attaching to them, including, without limitation, the right to receive in full and retain all dividends and other distributions (if any) declared, made or paid in respect of the Imprint Shares on or after 13 February 2008 . Based on the Closing Price, on 12 February 2008, of 164.25 pence per OPD Share, the Increased Offer values each Imprint Share at 95.41 pence and the existing issued share capital and in the money share options of Imprint at approximately £37.5 million in aggregate. 3. FULL CASH ALTERNATIVE As an alternative to the basic entitlement under the Increased Offer, each Imprint Shareholder will be entitled to elect to receive a Full Cash Alternative of: 93 pence in cash for each Imprint Share The Full Cash Alternative will be financed out of a revolving credit facility of £32 million from Barclays Bank plc and a loan facility from Mr Peter Hearn, the Chairman of OPD, of £5 million. The full terms of the Full Cash Alternative will be set out in the Increased Offer Document and in the New Form of Acceptance. 4. SHARE ELECTION FACILITY Imprint Shareholders accepting the Increased Offer may elect to receive (subject to the limitations below) New OPD Shares in lieu of all of the cash to which they would otherwise be entitled. Satisfaction of elections under the Share Election Facility will be effected on the basis of one New OPD Share for 157.5 pence in cash (being the Closing Price of an OPD Share on 8 February 2008). The maximum number of New OPD Shares to be issued under the Increased Offer will remain at 13,311,977 and will not be increased as a result of elections under the Share Election Facility. Accordingly, satisfaction of elections made by accepting Imprint Shareholders for New OPD Shares in lieu of cash under the Share Election Facility will depend on the extent to which other accepting Imprint Shareholders make equal and opposite elections. To the extent that elections for New OPD Shares cannot be satisfied in full, they will be scaled down on a pro rata basis. As a result, Imprint Shareholders who make an election under the Share Election Facility will not necessarily know the exact number of New OPD Shares (or the amount of cash) which they will receive pursuant to the Increased Offer until settlement of the consideration under the Increased Offer. An Imprint Shareholder may elect to receive cash in respect of less than the aggregate number of New OPD Shares to which it would otherwise be entitled under the basic terms of the Increased Offer, in which case satisfaction of such elections will be effected on the basis of 157.5 pence in cash (being the Closing Price of an OPD Share on 8 February 2008) for each New OPD Share. The Share Election Facility and Full Cash Alternative will remain open until 14 days following the posting of the Increased Offer Document, which is expected to be posted on 15 February 2008. If the Increased Offer is not then unconditional as to acceptances, OPD may extend the Share Election Facility and Full Cash Alternative to a later date. If the Share Election Facility and Full Cash Alternative have been closed, OPD reserves the right to reintroduce a Share Election Facility and Full Cash Alternative, subject to the Code. The Share Election Facility and Full Cash Alternative are conditional on the Increased Offer becoming or being declared unconditional in all respects. The full terms of the Share Election Facility and Full Cash Alternative will be set out in the Increased Offer Document and in the New Form of Acceptance. 5. IRREVOCABLE UNDERTAKINGS TO ACCEPT THE INCREASED OFFER OPD received irrevocable undertakings to accept, or procure acceptance of, the Original Offer from the Imprint Directors who hold, in aggregate, 439,701 Imprint Shares representing approximately 1.14 per cent. of the existing issued share capital of Imprint. Acceptances made pursuant to these undertakings will be treated as acceptances of the Increased Offer. These undertakings will lapse if the Original Offer (as revised from time to time, including by way of the Increased Offer) is withdrawn or lapses. Further details of these irrevocable undertakings are set out in Appendix I to this Announcement. 6. IMPRINT EMPLOYEE SHARE SCHEMES The Increased Offer will extend to any Imprint Shares unconditionally allotted or issued fully paid (or credited as fully paid) whilst the Increased Offer remains open for acceptance (or until such earlier date as, subject to the City Code, OPD may decide, being not earlier than the date on which the Increased Offer becomes or is declared unconditional as to acceptances, or if later, the final closing date of the Increased Offer), including those allotted or issued as a result of the exercise of options or awards under the Imprint Employee Share Schemes. OPD intends to make appropriate proposals to the holders of options and awards under the Imprint Employee Share Schemes upon the Increased Offer becoming or being declared unconditional in all respects, to the extent that such options and awards have not by then been exercised. 7. INTERESTS IN IMPRINT SHARES Prior to the Offer PSD Limited, a subsidiary of OPD, owned 2,000,000 Imprint Shares. Save for these Imprint Shares, neither OPD nor any of its directors, nor any member of the OPD Group, nor so far as they are aware, any person acting in concert with OPD, owns or controls or has any interests in securities in any Imprint Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase or any option to acquire or any obligation to take delivery of, any Imprint Shares or has entered into any derivatives referenced to Imprint Shares or which result in that person holding a long position in securities related to Imprint Shares ("Relevant Imprint Securities") which remain outstanding, nor does any such person hold any short positions in relation to Relevant Imprint Securities (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 Relevant Imprint Securities. An "arrangement" includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Imprint Securities which may be an inducement to deal or refrain from dealing in such securities. Neither OPD nor, so far as they are aware, any person acting in concert with OPD has borrowed or lent any Relevant Imprint Securities. 8. FINANCING THE INCREASED OFFER AND THE FULL CASH ALTERNATIVE Full acceptance of the Full Cash Alternative, assuming the exercise of all outstanding options with an exercise price of less than 93 pence per Imprint Share under the Imprint Employee Share Schemes and the acceptance of the Increased Offer by all Imprint Shareholders before the Increased Offer closes, will result in the payment to Imprint Shareholders of approximately £34.7 million in cash. The cash consideration payable under the terms of the Increased Offer and the Full Cash Alternative is to be financed out of a revolving credit facility of £32 million from Barclays Bank plc and an unsecured loan facility on normal commercial terms from Mr Peter Hearn, chairman of OPD, of £5 million. Herax, financial adviser to OPD, is satisfied that sufficient financial resources are available to OPD to satisfy the consideration payable as a result of full acceptance of the Full Cash Alternative. 9. OPD SHAREHOLDER APPROVAL As the Increased Offer constitutes a material change to the terms of the Acquisition under the Listing Rules, OPD will be required to seek the approval of the OPD Shareholders for the Acquisition. The Revised Circular will contain a notice of extraordinary general meeting of OPD shareholders and will be sent to OPD Shareholders as soon as is reasonably practicable. OPD Shareholders will also be asked for authority to increase the authorised share capital of OPD to the extent necessary to implement the Increased Offer and to grant the requisite allotment authority. The Increased Offer will be conditional on, among other things, the requisite resolutions being passed by the OPD Shareholders at the OPD EGM. The OPD Board have irrevocably undertaken to vote in favour of the resolution(s) to be proposed at the OPD EGM in respect of their own beneficial holdings of, in aggregate, 5,366,678 OPD Shares, and have agreed to procure that their connected persons, who hold in aggregate 122,074 OPD Shares, shall vote in favour of such resolution(s), which taken together represent approximately 20.67 per cent. of the existing issued share capital of the Company as at 12 February 2008, being the latest practicable date prior to the release of this Announcement. The Offer Document and the Equivalent Information Document contain information relating to the Enlarged Group and the New OPD Shares. 10. TERMS AND CONDITIONS OF THE INCREASED OFFER The Increased Offer will be made on the terms and subject to the conditions of the Original Offer set out in part 3 of the Offer Document save as set out in this Announcement and in particular as set out below: (a) references in such part 3 to the "Offer" shall be deemed to be references to the "Increased Offer"; (b) except where the context requires otherwise, any references in such part 3 to "Form of Acceptance" means the New Form of Acceptance; (c) the Increased Offer will not be subject to the condition set out in paragraph (d) of section A of part 3 of the Offer Document and such condition shall be deleted accordingly. This condition was (if required by OPD) the passing of a resolution by Imprint Shareholders to approve the alteration of Imprint's articles of association requiring any person who acquires Imprint Shares pursuant to Imprint's unapproved share option scheme after the first date of issue of squeeze out notices under Chapter 3 of Part 28 of the CA 2006 to be deemed to have offered those shares to OPD for the consideration payable under the Offer, such offer remaining capable of acceptance by OPD for 30 days; (d) the Increased Offer will be conditional upon the passing at the OPD EGM (or at any adjournment thereof) of all such resolutions as may be necessary to approve, implement and effect the Increased Offer and the acquisition by OPD of Imprint pursuant thereto, including (without limitation) such resolutions as may be necessary to increase the authorised share capital of OPD and to grant to the OPD Directors authority to allot the New OPD Shares, and the condition set out in paragraph (c) of section A of part 3 of the Offer Document shall be amended accordingly; (e) the consideration to be paid to Imprint Shareholders pursuant to the Increased Offer will be made on the terms set out in this Announcement, detailed terms of which will be included in the Increased Offer Document; (f) the Increased Offer will be open for acceptance until 14 days after the posting of the Increased Offer Document, which is expected to be posted on 15 February 2008. 11. GENERAL Save as set out in this Announcement, the Increased Offer will be made on the same terms and subject to the same conditions as set out in the Offer Document. The Increased Offer Document setting out the full terms of the Increased Offer will be sent out to Imprint Shareholders (other than to overseas Imprint Shareholders in the circumstances permitted under the City Code or in accordance with any dispensation given by the Panel) as soon as reasonably practicable and which is expected to be on 15 February 2008, together with the New Form of Acceptance. In deciding whether or not to accept the Increased Offer, Imprint Shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document, the Increased Offer Document, the Equivalent Information Document, the Form of Acceptance and the New Form of Acceptance. Imprint Shareholders who want to accept the Increased Offer should complete the New Form of Acceptance which will be posted to Imprint Shareholders as soon as reasonably practicable and send this together with their share certificates to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received as soon as possible. Imprint shareholders who hold their shares in uncertificated form should ensure that an electronic acceptance is made through CREST in accordance with the procedures that will be set out in the Increased Offer Document. Imprint Shareholders will be entitled to amend the proportions in which they receive cash and/or shares as consideration under the terms of the Share Election Facility and Full Cash Alternative up until the time at which the Increased Offer is declared unconditional as to acceptances. The bases and sources of certain financial information contained in this Announcement are set out in Appendix I. Terms used in but not defined in this Announcement shall have the same meaning given to them in the Offer Document. Certain further terms used in this Announcement are defined in Appendix II. Enquiries: OPD Francesca Robinson (Chief Executive Officer) Tel: +44 (0)20 7970 9661 Ian Moss (Finance Director) Herax (Financial Adviser to OPD) Angus MacPherson Tel: +44 (0)20 7355 9980 Investec (Broker to OPD) Ben Poynter Tel: +44 (0)20 7597 4000 Bankside (Public Relations adviser to OPD) Ian Seaton Tel: +44 (0)20 7367 8891 Simon Bloomfield Tel: +44 (0)20 7367 8861 Herax, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for OPD and no one else in connection with the Increased Offer and will not be responsible to anyone other than OPD for providing the protections afforded to clients of Herax nor for providing advice in relation to the Increased Offer, the content of this Announcement or any other matter or arrangement referred to herein. Investec, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for OPD and no one else in connection with the Increased Offer and will not be responsible to anyone other than OPD for providing the protections afforded to clients of Investec nor for providing advice in relation to the Increased Offer, the content of this Announcement or any other matter or arrangement referred to herein. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF ANY APPLICABLE LAW. THE INCREASED OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, THE INCREASED OFFER DOCUMENT, THE FORM OF ACCEPTANCE AND THE NEW FORM OF ACCEPTANCE. OPD will prepare the Revised Circular which will be sent to OPD Shareholders as soon as is reasonably practicable. OPD Shareholders may obtain a further free copy of the Revised Circular, when it becomes available, from the offices of Stephenson Harwood, One St Paul's Churchyard, London EC4M 8SH. The OPD Directors accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the OPD Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Further Information on the Increased Offer This Announcement has been prepared for the purposes of complying with English law, the City Code and the Listing Rules and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England. The Increased Offer will be subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the City Code. Forward Looking Statements This Announcement, including information included or incorporated by reference in this Announcement, may contain "forward-looking statements" concerning Imprint and OPD. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. OPD assumes no obligation and does not intend to update these forward-looking statements, except as required pursuant to applicable law. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of OPD or Imprint, all "dealings" in any "relevant securities" of that company (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 3.30p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Increased Offer becomes, or is declared, unconditional as to acceptances or is otherwise withdrawn or on which the "offer period" otherwise ends. 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 OPD or Imprint, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of OPD or Imprint by OPD or Imprint, 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 Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8 of the Code, you should contact an independent financial adviser authorised under FSMA or consult the Panel's website or contact the Panel on telephone number +44 (0)20 7638 0129. OPD confirms that it has in issue 26,560,334 ordinary shares of 5 pence nominal value each which are admitted to the Official List and admitted to trading on the London Stock Exchange's main market for listed securities under the UK ISIN code GB0007053944. If the Increased Offer proceeds a further 13,311,977 OPD Shares will be issued, giving a total of 39,872,311 OPD Shares in issue (assuming full acceptance of the Increased Offer and that no elections are made under the Full Cash Alternative and assuming the exercise of all outstanding options with an exercise price of less than the Increased Offer Price under the Imprint Share Option Schemes before the Increased Offer closes). APPENDIX I Bases, Sources and Irrevocable Undertakings (a) References to the existing issued share capital of Imprint are references to Imprint Shares in issue on 12 February 2008 (being the last practicable Business Day prior to the release of this Announcement), being 38,323,538 Imprint Shares. (b) References to the existing issued share capital of OPD are references to OPD Shares in issue on 12 February 2008 (being the last practicable Business Day prior to the release of this Announcement), being 26,560,334 OPD Shares. (c) The value attributed to the existing issued and to be issued share capital of Imprint is based upon the 38,323,538 Imprint Shares being in issue on 12 February 2008 (being the latest practicable date prior to the date of this Announcement) and on all outstanding options and awards granted under the Imprint Employee Share Schemes which have an exercise price per Imprint Share lower than the Increased Offer Price having been exercised. (d) Imprint Share prices and OPD Share prices represent the respective Closing Price on the relevant date. (e) The Imprint Directors have given irrevocable undertakings to accept or procure the acceptance of the Original Offer in respect of the following Imprint Shares owned by them or their connected persons: Name Number of Imprint Percentage of existing issued share Shares capital Colin Webster 9,000 0.02 % John Gordon 51,500 0.13% John Hunter 4,000 0.01 % Robert Thesiger 375,201 0.98% Total 439,701 1.14% Acceptances made pursuant to the undertakings referred to above will be treated as acceptances of the Increased Offer. These undertakings will lapse if the Original Offer (as revised from time to time, including by way of the Increased Offer) is withdrawn or lapses. The undertakings referred to above would have lapsed if, prior to 18 December 2007, the date on which the Imprint Directors were required to accept the Original Offer, a third party had announced a firm intention to make an offer under Rule 2.5 of the Code for the entire issued share capital of Imprint, other than that which is already owned by the person making such offer, if the value of the consideration available pursuant to such competing offer represented an increase of 20 per cent. or more to the value of the consideration offered under the Original Offer. (f) Of those irrevocable undertakings to accept the Original Offer referred to in (e) above, the following remain outstanding and have not been assented to the Original Offer: Name Number of Imprint Percentage of existing issued share Shares capital Robert Thesiger 375,201 0.98 % APPENDIX II Further definitions The following definitions apply throughout this Announcement, unless the context otherwise requires: "Acquisition" the proposed acquisition of the whole of the issued and to be issued share capital of Imprint by OPD by means of the Increased Offer; "Announcement" this announcement made by OPD under Rule 2.5 of the City Code regarding the proposed acquisition of Imprint by means of the Increased Offer; "Enlarged Issued the issued share capital of OPD as enlarged by the issue of Share Capital" the New OPD Shares (assuming full acceptance of the Increased Offer and assuming the exercise of all outstanding options with an exercise price of less than the Increased Offer Price under the Imprint Share Option Schemes before the Increased Offer closes); "Equivalent the document issued to Imprint Shareholders on 4 December Information 2007 containing information which is regarded by the FSA as Document" being equivalent to that required to be contained in a prospectus for the purposes of sub-sections 1.2.2(2) and 1.2.3(3) of the Prospectus Rules relating to OPD and the New OPD Shares; "Full Cash the facility under which an Imprint Shareholder (other than Alternative" certain Overseas Shareholders) may elect to receive only cash in respect of all of his Imprint Shares; "Imprint" Imprint Plc (registered number 4119955) whose registered address is at Wellington House, 152 Strand, London WC2R OAP; "Increased Offer" the increased offer referred to in this Announcement to be made by OPD to acquire the entire issued and to be issued share capital of Imprint (other than Imprint Shares already owned by the OPD Group) on the terms and subject to the conditions set out in the Increased Offer Document, in the case of Imprint Shares held in certificated form, the New Form of Acceptance, and in this Announcement, and, where the context so requires, any subsequent revision, variation, extension or renewal thereof; "Increased Offer the document to be sent to Imprint Shareholders shortly Document" containing the Increased Offer; "Increased Offer 95.41 pence per Imprint Share; Price" "New Form of the form of acceptance and authority relating to the Acceptance" Increased Offer which will accompany the Increased Offer Document; "New OPD Shares" new ordinary shares of 5 pence each in the capital of OPD to be allotted and issued, credited as fully paid, as consideration under the Increased Offer; "Offer Document" the document containing the Original Offer posted to Imprint Shareholders on 4 December 2007; "Offer Period" the period commencing on 9 August 2007 (being the date of the announcement of the Alchemy Backed Approach) and ending on the date which is the latest of (i) the first closing date of the Increased Offer, (ii) the date on which the Increased Offer becomes or is declared unconditional as to acceptances and (iii) the date on which the Increased Offer lapses or is withdrawn; "OPD EGM" the extraordinary general meeting of OPD to be held at the offices of Stephenson Harwood, One St Paul's Churchyard, London EC4M 8SH to consider, and if thought fit, approve the Acquisition and to authorise the OPD Directors to take all necessary or appropriate steps and do all necessary or appropriate things to approve, implement and effect the Increased Offer and/or the Acquisition, including (without limitation) such resolutions as may be necessary to increase the authorised share capital of OPD, to grant the OPD Directors authority to allot the New OPD Shares and to disapply any relevant pre-emption rights; "Original Offer" the recommended offer made by OPD on 4 December 2007 to acquire the entire issued and to be issued share capital of Imprint, on the terms and subject to the conditions set out in the Offer Document and the Form of Acceptance; "Original the document sent to OPD Shareholders on 4 December 2007 Circular" containing the notice of OPD's extraordinary general meeting held on 27 December 2007 to approve, inter alia, the Original Offer; "Revised Circular" the document to be sent to OPD Shareholders containing the notice of OPD's extraordinary general meeting to be held to approve, inter alia, the Increased Offer; and "Share Election the facility under which an Imprint Shareholder (other than Facility" certain Overseas Shareholders) may elect to receive more New OPD Shares or more cash in respect of his Imprint Shares than he would receive absent such an election. All references to legislation in this Announcement are to legislation of England and Wales, unless the contrary is indicated. Any reference made to any provision of any legislation includes any amendment, modification, re-enactment or extension thereof. The singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender. References to "£", "Sterling", "p", "penny" and "pence" are to the lawful currency of the United Kingdom. References to time are to London time. This information is provided by RNS The company news service from the London Stock Exchange END OUPGUUPCPUPRGQW
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