Offer Update

RNS Number:9547N
OPD Group PLC
14 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


14 February 2008


For release at 8.00 am





                                     Offer
                                       by
                             OPD Group plc ("OPD")
                for the issued and to be issued share capital of
                Imprint Plc ("Imprint") not already owned by OPD

                               Acceptance levels

Summary

  * The Board of OPD announces the level of acceptances for its Offer for
    Imprint. OPD, however, announced an Increased Offer yesterday and this is
    not reflected in the level of acceptances. The Increased Offer Document is
    expected to be posted to Imprint Shareholders on 15 February 2008.

Third closing date of the Offer - acceptances

  * As at 1.00 pm on 13 February 2008 valid acceptances had been received in
    respect of 6,564,932 Imprint Shares representing approximately 17.13 per
    cent of Imprint's existing issued share capital. Each of these acceptances
    may be counted by OPD towards the satisfaction of the acceptance condition
    of the Offer.

  * As set out in the OPD announcement on 7 November 2007, OPD had received
    irrevocable undertakings from the Imprint Directors to accept the Offer in
    respect of their entire beneficial holdings of 439,701 Imprint Shares,
    representing, in aggregate, approximately 1.14 per cent. of Imprint's
    existing issued share capital. With respect to these irrevocable
    undertakings, valid acceptances of the Offer have been received in respect
    of 64,500 Imprint Shares representing approximately 0.16 per cent of
    Imprint's existing issued share capital. These acceptances are included in
    the total of valid acceptances referred to above. The balance of Imprint
    Shares covered by these irrevocable undertakings to accept the Offer, being
    375,201 Imprint Shares representing approximately 0.98 per cent of Imprint's
    existing issued share capital remain outstanding. The details of the
    irrevocable undertakings and of those that are outstanding are set out in
    the Appendix.

  * Prior to the Offer PSD Limited, a subsidiary of OPD, owned 2,000,000
    Imprint Shares representing approximately 5.22 per cent of Imprint's
    existing issued share capital. Accordingly as at 1.00 pm on 13 February 2008
    OPD either owned (through its subsidiary PSD Limited), had received valid
    acceptances, or had outstanding irrevocable undertakings to accept the Offer
    in respect of a total of 8,940,133 Imprint Shares, representing
    approximately 23.33 per cent. of Imprint's existing issued share capital.

  * Save as disclosed in this Announcement neither OPD nor any person acting
    in concert with OPD for the purposes of the Offer held any Imprint Shares
    (or rights over such shares) prior to 8 August 2007, the first day of the
    Offer Period, nor has any such person acquired or agreed to acquire any such
    shares (or rights over such shares) since the commencement of the Offer
    Period.

Increased Offer announced

  * An Increased Offer for Imprint was announced by OPD yesterday. The
    Increased Offer Document is expected to be posted to Imprint Shareholders on
    15 February 2008.

  * Imprint shareholders who want to accept the Increased Offer should
    complete the New Form of Acceptance 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 as set out
    in the Offer Document.

Definitions

  * The definitions used in this announcement shall have the same meaning
    given to them in the Equivalent Information Document and Offer Document, as
    appropriate, dated 4 December 2007.

Enquiries:


OPD


Francesca Robinson (Chief Executive Officer)         Tel: [phone]
Ian Moss (Finance Director)


Herax (Financial Adviser to OPD)

Angus MacPherson                                     Tel: [phone]


Investec (Broker to OPD)

Ben Poynter                                          Tel: [phone]



Bankside (Public Relations adviser to OPD)

Simon Bloomfield                                     Tel: [phone]
Chris Price Tel:                                          [phone]



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 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 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 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 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 OFFER WILL BE MADE SOLELY BY MEANS OF
THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.

These written materials do not represent an offer of securities for sale in the
United States. Securities may not be offered or sold in the United States absent
registration under the US Securities Act 1933 (the "US Securities Act") or an
exemption therefrom. The New OPD Shares have not been, and will not be,
registered under the US Securities Act or under any relevant securities laws of
any state or other jurisdiction of the United States, nor have clearances been,
nor will they be, obtained from the securities commission or similar authority
of Canada and no prospectus has been, or will be, filed or registration made,
under any securities law of Canada nor has a prospectus in relation to the New
OPD Shares been, nor will one be, lodged with or registered by, the Australian
Securities and Investments Commission, nor have any steps been taken, nor will
any steps be taken, to enable the New OPD Shares to be offered in compliance
with applicable securities laws of Japan. Accordingly, unless an exemption under
relevant securities laws is available, the New OPD Shares may not be offered,
sold, resold or delivered, directly or indirectly, in, into or from a Restricted
Jurisdiction, or to or for the account or benefit of any US person or resident
of any Restricted Jurisdiction.

Unless otherwise determined by OPD and subject to any dispensation required from
the Panel, the Offer is not being made, directly or indirectly, in or into or by
the use of mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) or interstate or foreign commerce
of, or through any facilities of a national securities exchange of any
Restricted Jurisdiction, and the Offer, when made, should not be accepted by any
such use, means, instrumentality or facilities from or within any Restricted
Jurisdiction. Accordingly, copies of this Announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent, into or from any
Restricted Jurisdiction and persons receiving this Announcement (including,
without limitation custodians, nominees and trustees) should observe these
restrictions and not mail or otherwise forward, distribute or send it in, into
or from any Restricted Jurisdiction. Doing so may render invalid any purported
acceptance of the Offer. Notwithstanding the foregoing, OPD will retain the
right to permit the Offer to be accepted and any sale of securities pursuant to
the Offer to be completed if, in its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance with applicable law and
regulation.

The Offer Document, Circular and Equivalent Information Document are available
for inspection at 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 is in accordance with the facts and does not omit
anything likely to affect the import of such information.


                                    APPENDIX


(a)     References to the existing issued share capital of Imprint are
references to Imprint Shares in issue on 13 February 2008 (being the last
practicable Business Day prior to the release of this Announcement), being
38,323,538 Imprint Shares.


(b)     The Imprint Directors have given irrevocable undertakings to accept or
procure the acceptance of the Offer in respect of the following Imprint Shares
owned by them or their connected persons:

Name                      Number of Imprint     Percentage of existing issued 
                                Shares                share 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 %


The undertakings referred to above will lapse if the 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 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 represents an increase
of 20 per cent. or more to the value of the consideration being offered under
the Offer.


(c)     Of those irrevocable undertakings to accept the Offer referred to in (b)
above, the following remains outstanding and has not been assented to the Offer:

Name                     Number of Imprint      Percentage of existing issued 
                               Shares               share capital
Robert Thesiger               375,201                    0.98 %




                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
OUPDXLFFVLBBBBL