Offer Update

RNS Number:0692O
Imprint Plc
15 February 2008


 Not for release, publication or distribution, in whole or in part, in, into or
               from the United States, Canada, Australia or Japan
                                        

                    Imprint Plc ("Imprint" or the "Company")

                                  Offer Update

Introduction

On 8 February 2008, the Executive of the Panel on Takeovers and Mergers
announced that, in accordance with Rule 32.5 of the City Code, it had
established an auction procedure in order to provide an orderly framework for
the resolution of the competitive situation in relation to Imprint. At the
conclusion of the auction process on 13 February 2008, revised proposals had
been announced by both Hydrogen Group PLC ("Hydrogen") and by OPD Group PLC
("OPD") (respectively the "Revised Hydrogen Scheme" and the "Revised OPD
Offer"). In this announcement, the board of Imprint (the "Imprint Board") sets
out its views on the revised proposals, including details of its intended
recommendation to Imprint shareholders.

Summary of the Proposals

Set out below is a summary comparison of the Revised Hydrogen Scheme and the
Revised OPD Offer (together the "Proposals"), based on the closing mid market
prices of a Hydrogen share (216 pence) and an OPD share (185 pence) on 14
February 2008, the last practicable date prior to this announcement. Further
details of the Revised Hydrogen Scheme and the Revised OPD Offer were contained
in the separate announcements made by Hydrogen and OPD respectively on 13
February 2008:

                                                            PROPOSALS
                                                  Revised              Revised
                                          Hydrogen Scheme            OPD Offer

(i)   Basic Offer
      Share element                                99.58p               66.07p
      Cash element                                  1.00p               36.75p
                                            --------------        -------------
Total value per Imprint share                     100.58p              102.82p 
                                            --------------        -------------

(ii)  Partial Cash Alternative*
      Share element                                13.60p                  n/a
      Cash element                                 95.98p                  n/a
                                            --------------        -------------
Total value per Imprint share                     109.58p                  n/a
                                            --------------        -------------

(iii) Full Cash Alternative                           n/a               93.00p
                                            --------------        -------------
Total value per Imprint share                         n/a               93.00p
                                            --------------        -------------

* The aggregate value of the cash and share elements of Hydrogen's Increased
  Partial Cash Alternative has been calculated on the basis of a full take up of
  the Hydrogen Increased Partial Cash Alternative by Imprint shareholders.

Under the terms of the Revised Hydrogen Scheme, Imprint shareholders will
receive a second interim dividend of 1 pence per Imprint share (the "Second
Interim Dividend") payable by Imprint subject to the Revised Hydrogen Scheme
becoming effective. The value of the Second Interim Dividend has been included
in both the Hydrogen Basic Offer and the Hydrogen Partial Cash Alternative in
the comparison shown above.

The aggregate amount of cash payable pursuant to the Hydrogen Increased Partial
Cash Alternative may not exceed £37.3 million. Accordingly, the extent to which
elections for the Increased Partial Cash Alternative are satisfied will be
dependent upon the extent to which elections for the Increased Partial Cash
Alternative are not made by other Imprint shareholders. If such maximum cash
amount is insufficient to satisfy all elections for the Increased Partial Cash
Alternative, those elections will be scaled down as nearly as is practicable on
a pro rata basis to the applications, with the balance of entitlements being
satisfied through the Hydrogen Basic Offer. If less than 86.4 per cent of
Imprint shareholders elect to receive the Increased Partial Cash Alternative in
full, the full cash election can be satisfied and accordingly each such Imprint
shareholder electing for the Increased Partial Cash Alternative will receive 110
pence in cash per Imprint share.

Imprint shareholders accepting the Revised OPD Offer may elect to receive new
OPD shares in lieu of the cash to which they would otherwise be entitled. The
satisfaction of elections made by accepting Imprint shareholders for new OPD
shares in lieu of cash will depend on the extent to which other accepting
Imprint shareholders make equal and opposite elections for cash. To the extent
that elections for new OPD shares cannot be satisfied in full, they will be
scaled down on a pro rata basis.

The Recommendation

The Imprint Board, which has been so advised by Altium, regards (i) the Revised
Hydrogen Scheme as superior to the Revised OPD Offer and (ii) the Hydrogen Basic
Offer and Increased Partial Cash Alternative to be fair and reasonable.
Accordingly, the Imprint Board unanimously recommends that Imprint shareholders
vote in favour of the Revised Hydrogen Scheme and do not accept the Revised OPD
Offer. In providing its advice, Altium has taken into account the Imprint
Board's commercial assessment of the Revised Hydrogen Scheme and the Revised OPD
Offer.

Imprint shareholders who have already accepted the original OPD offer are
recommended to withdraw their acceptances.

Background to and reasons for the Recommendation

On 7 November 2007 the Imprint Board recommended that Imprint shareholders
accept the original OPD offer. On 20 December 2007 the Imprint Board took the
decision to recommend that Imprint shareholders vote in favour of the Hydrogen
Scheme, which at that time offered a significant headline premium over the
consideration available under the original OPD offer. In addition, it provided
Imprint shareholders with the opportunity to receive a significant amount of
consideration in cash in lieu of new Hydrogen shares.

The Imprint Board was pleased to note that both OPD and Hydrogen revised the
terms of their Proposals during the recent auction process, most notably by
increasing the proportion of cash consideration available to Imprint
shareholders. The Imprint Board has now fully considered both of the Proposals.

The Imprint Board believes that, following completion of the disposal of its
London based WoodHamill and Imprint Search & Selection branded businesses, the
Imprint group is on a solid financial footing and that its prospects remain
sound, albeit that ongoing growth will have to be driven from a smaller base.
However, the Imprint Board also believes that there is the potential for
additional value to be created by combining the Imprint group with either
Hydrogen or OPD and recognises the opportunity for Imprint shareholders to
participate in such value creation through both the Revised Hydrogen Scheme and
the Revised OPD Offer.

However, the Imprint Board also recognises that the prevailing economic
environment has created uncertainty as to the short term prospects of the
recruitment sector and that such uncertainty has impacted, and is likely in the
short term to continue to impact, sector valuations and lead to a degree of
volatility. The Imprint Board, therefore, understands that the ability to
achieve a certain cash realisation is likely to be attractive to many Imprint
shareholders and believes that, in light of the revisions made to their original
proposals, both OPD and Hydrogen have also concluded that, in the current market
environment, cash consideration is likely to be a significant factor.

Both the Revised Hydrogen Scheme and the Revised OPD Offer present Imprint
shareholders with the opportunity to achieve a significant cash realisation.
However, in making its decision as to a recommendation, the Imprint Board notes
that the Increased Partial Cash Alternative component of the Revised Hydrogen
Scheme provides the highest guaranteed cash amount (96 pence per Imprint share
including the Second Interim Dividend). In addition, it provides Imprint
shareholders with the potential, dependent upon elections made by other Imprint
shareholders, to receive a cash amount (111 pence per Imprint share including
the Second Interim Dividend) significantly in excess of that available under the
full cash alternative component of the Revised OPD Offer (93 pence per Imprint
share).

The Imprint Board believes that, in light of this and on balance, the Revised
Hydrogen Scheme is superior to the Revised OPD Offer.

Consequences of votes and acceptances

Imprint shareholders should note that, if they do not vote in favour of the
Revised Hydrogen Scheme in sufficient numbers at the Court meeting (the "Court
Meeting") and the Imprint extraordinary general meeting (the "Imprint EGM")
convened for 29 February 2008 the Revised Hydrogen Scheme will lapse.

The Imprint Board notes that it is possible for Imprint shareholders both to
vote in favour of the Revised Hydrogen Scheme at the Court Meeting and the
resolution to be proposed at the Imprint EGM and to accept the Revised OPD
Offer. However, if a sufficient number of Imprint shareholders were to take this
course of action, it is possible that the Revised OPD Offer could become or be
declared unconditional before the Revised Hydrogen Scheme could become
effective. As the Imprint Board believes that the Revised Hydrogen Scheme is the
superior proposal, they do not believe that this result would be in the best
interests of Imprint shareholders.

As a result, in order to maximise the likelihood of the Revised Hydrogen Scheme
being successful, the Imprint Board believes that Imprint shareholders should
vote in favour of the Revised Hydrogen Scheme at the Court Meeting and the
resolution to be proposed at the Imprint EGM and should not accept the Revised
OPD Offer.


Enquiries:

Imprint
John Gordon (Chairman)                                 Telephone: [phone]
Rob Thesiger (Chief Executive Officer)                 Telephone: [phone]
Colin Webster (Chief Financial Officer)

Altium (Rule 3 adviser and broker to Imprint)          Telephone: [phone]
Ben Thorne
Tim Richardson

Maitland (PR adviser to Imprint)                       Telephone: [phone]
Neil Bennett
Tom Siveyer


The Imprint Board accepts responsibility for the information contained in this 
announcement.  To the best of the knowledge and belief of the Imprint Board 
(which has 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.

Altium Capital Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for Imprint and for 
no-one else in connection with the Proposals and will not be responsible to 
anyone other than Imprint for providing the protections afforded to customers 
of Altium Capital Limited or for providing advice in relation thereto or any 
matters referred to herein.

The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law and therefore persons 
in such jurisdictions into which this announcement is released, published or 
distributed should inform themselves about, and observe, such restrictions.  
Any failure to comply with the restrictions may constitute a violation of the 
securities laws of any such jurisdiction.







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

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